Preemptive Right Pro Rata Share definition

Preemptive Right Pro Rata Share shall be, at any given time, that proportion, calculated prior to any proposed new issuance, which the number of Common Shares owned by such Stockholder at such time bears to the total number of Common Shares outstanding at such time.

Preemptive Right Pro Rata Share is defined in Section 7.10(a).

Preemptive Right Pro Rata Share of a Stockholder shall be, at any given time, (i) such number of Equity Securities proposed to be issued for cash multiplied by (ii) a fraction, the numerator of which is the number of Equity Securities then held by such Stockholder assuming conversion of all convertible Equity Securities then owned by such Stockholder and the denominator of which is the total number of Equity Securities issued and outstanding on a fully-diluted basis before giving effect to the new issuance.

Examples of Preemptive Right Pro Rata Share in a sentence

• Section 3.1 of the IRA provides that “DISH will have the right to purchase its Preemptive Right Pro Rata Share … of New Securities [defined broadly to include rights, warrants, options, and securities convertible into stock] that [Clearwire] may … issue” (the “DISH Preemptive Rights”).

• Lisco shall have 15 Business Days from the delivery date of any Preemptive Notice to agree to purchase a number of shares of New Common Stock up to the Preemptive Right Pro Rata Share (in each case calculated prior to the issuance) for the price and upon the terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the number of shares of New Common Stock to be purchased.

• In the event Lisco fails to purchase all of the Preemptive Right Pro Rata Share pursuant to this Article VI, the Company shall have 180 days after the date of the Preemptive Notice to consummate the sale of the New Common Stock with respect to which Lisco's preemptive right was not exercised, at or above the price and upon terms not more favorable to the purchasers of such New Common Stock than the terms specified in the initial Preemptive Notice given in connection with such sale.

• Each Shareholder shall have ten (10) Business Days from the delivery date of any Preemptive Notice to agree to purchase a number of shares and/or Share Equivalents up to its Preemptive Right Pro Rata Share (in each case calculated prior to the issuance) for the price and upon the terms specified in the Preemptive Notice by giving written notice to the Company and stating therein the number of shares and/or Share Equivalents to be purchased.

• Lisco shall have the right to purchase for cash their Preemptive Right Pro Rata Share of New Common Stock which the Company may from time to time propose to sell for cash.

More Definitions of Preemptive Right Pro Rata Share

Preemptive Right Pro Rata Share has the meaning set forth in the Equityholders’ Agreement.

Preemptive Right Pro Rata Share will be, at any given time, that proportion, calculated before any proposed issuance of New Units, that the number of Common Units owned by a Member at that time bears to the total number of Common Units issued and outstanding at that time. For purposes of this Section 7.10, Eagle River’s Preemptive Right Pro Rata Share will equal a number of Units that corresponds to the number of shares of New Securities that Eagle River would have been entitled to purchase as its Preemptive Right Pro Rata Share under Section 3.5 of the Equityholders’ Agreement had the New Units been New Securities issued by the Company.

Preemptive Right Pro Rata Share will be, at any given time, that proportion, calculated before any proposed issuance of New Securities, that the voting power represented by the Voting Securities owned by an Equityholder at that time bears to the total voting power represented by the Voting Securities issued and outstanding at that time.

Preemptive Right Pro Rata Share set forth in Section 3.5(a), Voting Securities shall not be deemed to include and shall not take into account any Equity Securities issued by the Company to Sprint Nextel or any of its Affiliates under or in connection with the Note Purchase Agreement, including any Equity Securities issued upon exercise, conversion or exchange of such Equity Securities.”

Preemptive Right Pro Rata Share shall be, at any given time, that proportion which the number of shares of Common Stock held by Lisco at such time bears to the total Common Stock issued and outstanding at such time.

Preemptive Right Pro Rata Share has the meaning given that ------------------------------- term in Section 4.1 of this Agreement.

Preemptive Right Pro Rata Share of a Purchaser or a Permitted Transferee shall be, at any given time, (i) such number of Ordinary Shares or Subsidiary Shares proposed to be issued for cash multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares then held by such Purchaser or Permitted Transferee and the denominator of which is the total number of Ordinary Shares issued and outstanding before giving effect to the new issuance.