Preferred Pro Rata Share definition

Preferred Pro Rata Share means, with respect to a Purchaser, the ratio of (a) the number of shares of Preferred Stock of which such Purchaser is deemed to be the beneficial owner immediately prior to delivery of a Surviving Claim Notice to (b) the total number of shares of outstanding Preferred Stock immediately prior to the delivery of such Surviving Claim Notice.
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Preferred Pro Rata Share means, with respect to each Company Preferred Stockholder, a fraction expressed as a percentage equal to (i) the aggregate number of shares of Company Preferred Stock held by such Company Preferred Stockholder immediately prior to the Effective Time, divided by (ii) the aggregate number of shares of Company Preferred Stock held by all Company Preferred Stockholders immediately prior to the Effective Time.
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Preferred Pro Rata Share means the amount determined by multiplying the total number shares of Common Stock (including securities exercisable for or convertible into Common Stock) offered for sale by the Corporation in a transaction to the holders of the Series B and B-1 Preferred, Series A-2 and A-3 Preferred and Series A-1 and A-4 Preferred by a fraction, (x) the numerator of which is the total number of shares of Series B and B-1 Preferred, Series A-2 and A-3 Preferred or Series A-1 and A-4 Preferred (on an as-converted basis) held by such holder, and (y) the denominator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) then outstanding.
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Examples of Preferred Pro Rata Share in a sentence

  • If such Investors have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Investor electing to purchase its entire relative Preferred Pro Rata Share (each a “Fully-Purchasing Investor”) with a notice setting forth the amount of such Offered Securities still available for purchase.

  • If the Major Investors have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Major Investor electing to purchase its entire relative Preferred Pro Rata Share (each a “Fully-Purchasing Major Investor”) with a notice setting forth the amount of such Offered Securities still available for purchase.

  • Each Major Investor shall then have the right of refusal to purchase its Preferred Pro Rata Share (relative to the other Major Investors) of such remaining Offered Securities on the same terms set forth in the Transfer Notice by delivery to the Company, TiVo and the Transferring Shareholder of a notice of exercise within 10 business days after the date the Company Notice is delivered to such Major Investor.