Preemptive Pro Rata Share definition

Preemptive Pro Rata Share has the meaning set forth in Section 4.3 hereof.
Sample 1Sample 2Sample 3
Preemptive Pro Rata Share for purposes of the Preemptive Rights under this Section 7 is the ratio of (a) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such Rights Holder, to (b) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights. Shareholders Agreement 21
Sample 1
Preemptive Pro Rata Share is equal to the ratio of (x) the number of shares of Common Stock of which it is deemed to be a holder (including all shares of Common Stock issued or issuable upon conversion of any securities convertible or exercisable into shares of Common Stock) immediately prior to the issuance of such Equity Securities, to (y) the total number of shares of Common Stock issued and outstanding (including all shares of Common Stock issued or issuable upon conversion of any securities convertible or exercisable into shares of Common Stock, including all shares available for issuance under the Company’s equity incentive plans) immediately prior to the issuance of the Equity Securities. Each Investor shall have a right of reallotment such that, if any Investor fails to exercise the right to purchase its full Preemptive Pro Rata Share of the Equity Securities being offered, the Company shall promptly notify the other Investor and the other Investor may exercise an additional right to purchase the balance of such Equity Securities not previously purchased. Any Equity Securities not purchased pursuant to this Section 3.4 may be sold during the Offer Period to the purchaser pursuant to the Third Party Offer accepted by the Company in accordance with Section 3.3 hereof. The Company may in its discretion sell the full amount of Equity Securities contemplated by the Third Party Offer and sell additional Equity Securities to the extent provided in this Section 3.4.
Sample 1

Examples of Preemptive Pro Rata Share in a sentence

  • Each Oversubscription Participant shall have five (5) Business Days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Preemptive Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”).

  • If any Rights Holder fails to so respond in writing within the First Participation Period, then such Rights Holder shall forfeit the right hereunder to purchase its Preemptive Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

  • If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Preemptive Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

  • Each Rights Holder shall have ten (10) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Rights Holder’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Preemptive Pro Rata Share).

  • The Company hereby grants to each Investor (the “Rights Holder”) the preemptive right to purchase all or part of such Rights Holder’s Preemptive Pro Rata Share (as defined in Section 7.2 below) (and any oversubscription, as provided below), of any New Securities (as defined in Section 7.3 below) that the Company may from time to time issue after the Closing (the “Preemptive Right”).

  • The Investors shall have ten (10) Business Days from the date of receipt of the First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Investor’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Investor’s Preemptive Pro Rata Share).

  • If any Investor fails to so respond in writing within such ten (10) Business Day period, then such Investor shall forfeit the right hereunder to purchase its Preemptive Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.

  • If a Preemptive Investor (the “Electing Investor”) elects to purchase its full Preemptive Pro Rata Share, then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor (the “Non-electing Investor”) fails to purchase its Preemptive Pro Rata Share, such Electing Investor may purchase, on a pro rata basis with other Electing Investors, the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”).

  • If a student does not respond to supplemental instruction, diagnostic testing is administered and individualized instructional strategies are developed for the student.

  • The Company hereby grants to each Investor the right of first refusal to purchase all (or any part) of such Investor’s Preemptive Pro Rata Share (as defined in Section 7.2 below) (and any oversubscription, as provided below) of any New Securities (as defined below) that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”).


More Definitions of Preemptive Pro Rata Share

Preemptive Pro Rata Share means, as it relates to any Member as determined in connection with the delivery of any Preemptive Rights Notice with respect to an issuance of Proposed Interests, the percentage obtained by dividing the number of Units held by such Member by the aggregate number of Units outstanding and held by all Members as of such date of determination.
Sample 1
Preemptive Pro Rata Share means, with respect to any Holder, the ratio (i) the numerator of which is the number of Common Units held by such Holder plus the number of Common Units issuable to such Holder upon the conversion of Preferred Units or other convertible securities held by such Holder, on the date of the Company’s written notice pursuant to Section 4.09 hereof, and (ii) the denominator of which is the number of Common Units outstanding prior to giving effect to the issuance of New Securities, assuming for this purpose conversion or exercise of all securities or other rights or interests convertible into or exercisable for Common Units.
Sample 1
Preemptive Pro Rata Share of a Preemptive Rights Holder means, for purpose of this Article X, the ratio of (a) total number of the Shares (calculated on a fully diluted basis) held by such Preemptive Rights Holder prior to the issuance of New Securities giving rise to the Preemptive Right, to (b) the total number of Shares (calculated on a fully diluted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Right. Notwithstanding to the contrary in this Agreement, no Party shall be entitled to a Preemptive Right if such Party no longer holds at least 10% of the Company Securities on a fully diluted basis.
Sample 1

Related to Preemptive Pro Rata Share

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • Ratable Portion for any Note shall mean an amount equal to the product of (a) the net proceeds from a sale of assets being applied to the payment or prepayment of Indebtedness pursuant to Section 10.5(b) multiplied by (b) a fraction, the numerator of which is the aggregate outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of all Senior Indebtedness.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Proportionate Percentage means, with respect to any Stockholder as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of shares of Common Stock owned by such Stockholder as of such date by (ii) the total number of shares of Common Stock outstanding as of such date.

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Percentage Share means the percentage of the Aggregate Commitments to be provided by a Lender under this Agreement as indicated on Annex I hereto, as modified from time to time to reflect any assignments permitted by Section 12.06(b).

  • Pro Rata Percentage of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment.

  • Tenant’s Pro Rata Share are both subject to adjustment as provided in this Lease. Definition or Provision Means the Following (As of the Term Commencement Date} Approximate Rentable Area of Premises 11,173 square feet Approximate Rentable Area of Project 67,998 square feet Tenant’s Pro Rata Share of Project 16.43%

  • Commitment Percentage is set forth in Schedule 1.1, as amended from time to time.

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

  • Allocable Share means allocable share as that term is defined in the master settlement agreement.

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • Pro-rata Liquidation means an amount equal to the liquidation of the relevant Collateral Assets held in the Margin Account for a Series of ETP Securities, pro rata to the amount of ETP Securities being redeemed divided by the total number of ETP Securities for such Series, after the pro rata deduction of all costs and expenses incurred by the Issuer in connection with the liquidation of such Collateral Assets, the pro rata deduction of the Arranger Fee and any Funding and Brokerage Fees.

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

  • Available Unused Commitment means, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the Dollar Equivalent of the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

  • Aggregate Exposure Percentage with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

  • Revolver Percentage means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.

  • Optional Purchase Percentage means 5%.

  • Applicable Revolving Credit Percentage means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Revolving Percentage as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

  • Participation Maximum shall have the meaning ascribed to such term in Section 4.12(a).

  • Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

  • Revolving Credit Percentage as to any Revolving Credit Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding).