Pro Rata Portion definition

Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

Pro Rata Portion shall have the meaning ascribed to such term in Section 4.12(e).

Pro Rata Portion is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.

Examples of Pro Rata Portion in a sentence

• Thereafter, such Pro Rata Portion of such Tax Benefit Payment shall be retained by the Company and shall no longer be payable to any other Person pursuant to the terms of this Agreement.

• If any Remaining Shareholder fails to exercise his or her right to purchase its Pro Rata Portion of the Offered Interest (the “Remaining Portion”), then the Remaining Shareholders that have indicated in their Exercise Notice a desire to purchase an Additional Portion in accordance with their relative ownership interest of the Shares to the extent of the Additional Portion indicated in their Exercise Notice.

• If any Seller is not (or does not become) a party to this Agreement within two (2) years of such time as a Tax Benefit Payment becomes payable hereunder, then, subject to applicable law, such Seller shall be deemed to have forfeited such Seller’s right to such Seller’s Pro Rata Portion of such Tax Benefit Payment.

• The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Rights Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Rights Holder.

• In addition to such Closing Consideration, and in consideration for the Share Purchase and the other transactions contemplated by this Agreement, following the Closing, each Seller shall have the right to receive such Seller’s Pro Rata Portion of the Contingent Consideration, if any, that may become payable by Buyer (if at all) upon the terms and subject to the satisfaction of the conditions set forth in Exhibit G.

More Definitions of Pro Rata Portion

Pro Rata Portion means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such shares equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is the aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered or sold.

Pro Rata Portion means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.17.

Pro Rata Portion shall have the meaning ascribed to such term in Section 4.17(e).

Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Pro Rata Portion has the meaning set forth in Section 5.5(b).

Pro Rata Portion means, with respect to each Company Stockholder, the quotient obtained by dividing (i) the number of shares of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time by (ii) the sum of the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Excluded Shares and Dissenting Shares).

Pro Rata Portion means, with reference to any Stockholder at any time, a fraction, the numerator of which is the number of votes represented by the Shares and the Class B Common Stock then issued and outstanding and held by such Stockholder, and the denominator of which is the aggregate number of votes represented by the Shares and the Class B Common Stock then issued and outstanding and held by the Stockholders taken together.