Pro Rata Amount definition

Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

Pro Rata Amount has the meaning set forth in Section 4.16.

Pro Rata Amount means, with respect to any holder of Series E Preferred Stock, the lesser of (a) a number of Offered Securities calculated by multiplying the aggregate number of Offered Securities by a fraction, the numerator of which is equal to the number of shares of Series E Preferred Stock owned by such holder, and the denominator of which is equal to the aggregate number of outstanding shares of Series E Preferred Stock, or (b) the maximum number of Offered Securities that such holder is permitted by the Corporation to purchase in such Qualified Financing, after giving effect to any cutbacks or limitations established by the Board of Directors and applied on a pro rata basis to all holders of Series E Preferred Stock.

Examples of Pro Rata Amount in a sentence

• In addition, each Major Investor that elects to purchase or acquire all of its Pro Rata Amount (each, a “Fully Exercising Investor”) may, in the Investor Notice, elect to purchase or acquire, in addition to its Pro Rata Amount, a portion of the New Securities, if any, for which other Major Investors were entitled to subscribe but that are not subscribed for by such Major Investors.

• Upon the occurrence of a Change in Control, each unvested performance share unit award which is outstanding immediately prior to the Change in Control under the Plan shall immediately become vested in an amount equal to the PSU Pro Rata Amount.

• By written notice (the “Investor Notice”) to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Major Investor’s Pro Rata Amount.

• If the output value of a transaction is less than its input value, the difference is a transaction fee that is added to the incentive value of the block containing the transaction.

• Issuer The Series Referable Amount and the Series Pro Rata Amount allocated to the Series in respect of amounts (including, without limitation, in respect of indemnity payments, fees, costs, and expenses) outstanding to the Security Trustee under the Transaction Documents.

More Definitions of Pro Rata Amount

Pro Rata Amount means, with respect to any Stockholder or any subgroup of Stockholders, the quotient obtained by dividing (i) the number of shares of Common Stock held by a Stockholder by (ii) the aggregate number of outstanding shares of Common Stock held by all such Stockholders or subgroup of Stockholders, assuming in each case the conversion, exercise or exchange of all securities by their terms convertible into or exercisable or exchangeable for shares of Common Stock at their then applicable conversion ratio.

Pro Rata Amount means, as of the applicable date of determination, with respect to a particular Holder, a fraction (i) the numerator of which is the aggregate number of shares of Series A Preferred Stock held by such Holder as of such date of determination and (ii) the denominator of which is the aggregate number of shares of Series A Preferred Stock outstanding as of such date of determination.

Pro Rata Amount is defined in Section 4 of this Agreement.

Pro Rata Amount means a fraction (i) the numerator of which is the Subscription Amount (as defined in the Securities Purchase Agreement) paid by the initial Holder of this Note to the Company pursuant to the Securities Purchase Agreement and (ii) the denominator of which is the aggregate Subscription Amounts paid by all the Purchasers to the Company pursuant to the Securities Purchase Agreement.

Pro Rata Amount means, with respect to any Holder, a fraction, the numerator of which is equal to the number of shares of Series B Preferred Stock held of record by such Holder, and the denominator of which is equal to the aggregate number of outstanding shares of Series B Preferred Stock.

Pro Rata Amount is defined in Section 3 of this Agreement.

Pro Rata Amount is defined in Section 2 of this Agreement.