Pro Rata Number definition

Pro Rata Number means the product of (i) the total number of shares of Common Stock held by the Managementholder and (ii) a fraction, the numerator of which is the aggregate number of shares of Common Stock which are to be so registered and the denominator of which is the aggregate number of shares of Common Stock outstanding.

Pro Rata Number means, with respect to each of the two Purchasers:

Pro Rata Number means, with respect to a First Refusal Original Owner or Prospective Buyer, as the case may be, a number of Shares equal to the product of (a) the number of the Offered Shares and (b) a fraction the numerator of which shall be the total number of the Shares owned (immediately prior to the Sale of the Offered Shares) by such First Refusal Original Owner or Prospective Buyer, as the case may be, and the denominator of which shall be the total number of the Shares owned (immediately prior to the Sale of the Offered Shares) by the First Refusal Original Owners and Prospective Buyer.

Examples of Pro Rata Number in a sentence

• For Options granted after October 10, 2003, the Administrator shall have the authority in its discretion to permit the exercise of an Option prior to the expiration of one year from the Grant Date based on the Pro Rata Number of Shares formula in Section 8.4(a) hereof and in an amount not to exceed 20% of the Option Shares granted on that Grant Date.

• In the case of Termination due to disability, such Options shall be exercisable to purchase (A) the number of Shares for which such Options have vested as of the Termination Date, plus (B) the Pro Rata Number of Shares (as defined in Section 8.4(a)) for which the Option would have vested on the next anniversary of the Grant Date (in the event the Option only vests in annual increments and such Termination occurs after the one year anniversary of the Grant Date).

• In such event, the Pro Rata Number of shares underlying the remaining Restricted Stock Units shall be delivered as of the first business day of the month following the date of termination of your employment, subject to the provisions of Sections 6, 13 and 14 below.

• If, as a result of Section 4(g)(ii), immediately above, a holder's Pro Rata Number is less than such holder's Unrestricted Number, then such holder shall be entitled to receive from the Company the Conversion Cash.

• In the case of Termination due to disability, such Options shall be exercisable to purchase (A) the number of Shares for which such Options have vested as of the Termination Date, plus (B) the Pro Rata Number of Shares (as defined in Section 9(a)) for which the Option would have vested on the next anniversary of the Grant Date (in the event the Option only vests in annual increments and such Termination occurs after the one year anniversary of the Grant Date).

More Definitions of Pro Rata Number

Pro Rata Number means, with respect to the participation of the Offering Stockholder and each Co-Selling Stockholder in a Third Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder (not to exceed, with respect to any Co-Selling Stockholder, such Co-Selling Stockholder's Portion) and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third Party purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and all of the Co-Selling Stockholders (not to exceed, with respect to any Co-Selling Stockholder, such Co-Selling Stockholder's Portion). For purposes of this Section 5.1, an "Excluded Transaction" will mean any Transfer (i) pursuant to or as a result of (A) a public offering or (B) a hedging transaction with a broker-dealer, bank or other financial institution, (ii) in an open-market transaction effected on a national securities exchange or national quotation system or a transaction involving as a counterparty an underwriter, broker-dealer or other similar Person effecting a transaction in or consistent with the ordinary course of its business, (iii) to one or more financial institutions, investment companies, pension or other employee benefit plans, trusts, mutual or similar funds or "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, (iv) pursuant to a tender offer or other transaction that has been approved by the Board, or (v) resulting from any pledge of Securities by Holdings made in connection with a bona fide loan to Holdings, including any Transfer resulting from a lender foreclosing on any pledge of any Security or exercising its other rights in respect thereof.

Pro Rata Number has the meaning set forth in Section 6.1(a).

Pro Rata Number means with respect to each Selling Sponsor and Co-Sale Shareholder tendering Investment Securities pursuant to Section 2.3(b), and with respect to each type of Investment Security, a number equal to the product of the total number of such type of Investment Securities that the proposed purchaser is willing to buy (or that may be sold consistent with Section 2.2(b)(ii) hereof), multiplied by a fraction, (1) the numerator of which is the number of such type of Investment Securities proposed to be sold by such Shareholder (not to exceed its Co-Sale Percentage of such type of Investment Securities), and (2) the denominator of which is the total number of such type of Investment Securities proposed to be sold by the Selling Sponsor and all Co-Sale Shareholders tendering such type of Investment Security pursuant to Section 2.3(b).

Pro Rata Number means the product of (x) the total number of securities of the class being offered held by the Managementholder and requested to be registered and (y) a fraction, the numerator of which is the number of securities of the class being offered by selling security holders which are to be registered and the denominator of which is the number of securities of the same class which are requested to be registered by all holders thereof, including the Managementholder (as distinguished from the Corporation).

Pro Rata Number means, at any time shares of Series C Preferred are proposed to be redeemed or converted, the number of shares of Series D Preferred outstanding at such time multiplied by the Series C Conversion Ratio.

Pro Rata Number has the meaning set forth in Section 3.2(a).

Pro Rata Number means, with respect to the participation of the Offering Stockholder or the Non-Offering Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Non- Offering Stockholder.