Pro Rata Rights Agreement definition

Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.
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Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other SAFEs, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securitiesTarget Offering1,000$10,000$9,200Maximum Amount107,000$1,070,000$984,400 to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. Accessed by
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Pro Rata Rights Agreement in Section 2 as follows:
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Examples of Pro Rata Rights Agreement in a sentence

  • The Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.

  • If the Investor is a Major Investor, the Investor and the Company will execute a Pro Rata Rights Agreement in favor of the Investor, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.

  • Investor and the Company will execute a Pro Rata Rights Agreement, unless Investor is already included in such rights in the transaction documents related to the Equity Financing.


More Definitions of Pro Rata Rights Agreement

Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate), provided the Purchase Amount of this instrument is not less than [$ ], giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. • If you want to create a tailored safe for each investor, for any investor to whom you will NOT be giving pro rata rights, edit the template safe to (1) remove Section 1(a)(ii) entirely and (2) remove the definition of Pro Rata Rights Agreement from Section 2. Section 1(a) should look as follows (subsection (i) can be collapsed into subsection (a)):
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Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Investment Instruments, as approp1iate) giving the Investor a 1ight to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of' shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.
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Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate), provided the Purchase Amount of this instrument is not less than [$ ], giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. ∙ If you want to create a tailored safe for each investor, for any investor to whom you will NOT be giving pro rata rights, edit the template safe to (1) remove Section 1(a)(ii) entirely and (2) remove the definition of Pro Rata Rights Agreement from Section 2. Section 1(a) should look as follows (subsection (i) can be collapsed into subsection (a)):
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Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other SAFEs, as appropriate) giving the Investor a right to purchase its pro rata share of private SIMPLE AGREEMENT FOR FUTURE EQUITY placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities occurring after the Equity Financing to (2) the total number of shares of Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.
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Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Agreements, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Units owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Units on a fully diluted basis, calculated as of immediately prior to the issuance of the securities. “Pro-Rata Share” or an Investor’s “ratable interest” or the like shall be deemed to refer, at any time, to a fraction, the numerator of which is the initial amount of the Agreements issued to such Investor, and the denominator of which is the total amount of the Agreement issued in this offering.
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Pro Rata Rights Agreement m a s a w tt ag m t b tw t Compa y a d t I v sto (a d o d s of ot Saf s, as app op at ) g v g t I v sto a g t to p c as ts p o ata s a of p vat p ac m ts of s c t s by t Compa y occurring after the Equity Financing, s b ct to c stoma y xc pt o s Pro rata fo p pos s of t P o Rata R g ts Ag m t w b ca c at d bas d o t at o of (1) t mb of U ts ow d by t I v sto mm d at y p o to t ss a c of t s c t s to ( ) t tota mb of o tsta d g U ts a d p a xxx t sts o a f y d t d bas s, ca c at d as of mm d at y p o to t ss a c of t s c t s
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Related to Pro Rata Rights Agreement

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Rights Agreement has the meaning set forth in Section 4.7;

  • Investor Rights Agreement means the Investor Rights Agreement, dated as of the date of this Agreement, between the Company and each of the Purchasers, in the form of Exhibit A hereto.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Master Registration Agreement means the agreement of that sets out (among other things) the procedure for a supplier to Register a Supply Point;

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Series B Purchase Agreement means that certain Series B Preferred Stock Purchase Agreement, dated as of November 10, 2015, as amended and supplemented to date, by and among the Company and the investors signatory thereto.

  • Initial Note B-1 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Initial Note A-1-1 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Initial Note A-2 Holder shall have the meaning assigned to such term in the preamble to this Agreement.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.