Shareholder Pro Rata Portion definition

Shareholder Pro Rata Portion means with respect to each person that is a holder of Iris Capital Stock immediately prior to the Initial Effective Time, the quotient of (i) the aggregate amount of the value of the Aggregate Iris Merger Consideration payable to such person with respect to its Iris Capital Stock pursuant to Section 2.02 (based on the Parent Common Base Amount and the Parent Preferred Base Amount), divided by (ii) the aggregate amount of the value of the Aggregate Iris Merger Consideration payable to all such holders pursuant to Section 2.02.
Sample 1
Shareholder Pro Rata Portion means, with respect to each Company Shareholder, a percentage equal to the quotient of (x) the aggregate amount of Total Consideration receivable by such Company Shareholder at the Closing pursuant to the terms of this Agreement with respect to Company Capital Stock held by such Company Shareholder immediately prior to the Effective Time, divided by (y) the aggregate amount of Total Consideration receivable by all Company Shareholders at the Closing pursuant to this Agreement with respect to Company Capital Stock as of the immediately prior to the Effective Time, in the case of both clause (x) and (y), prior to giving effect to any applicable tax withholdings or contributions to the Escrow Fund.
Sample 1

Examples of Shareholder Pro Rata Portion in a sentence

  • Subject to the terms and conditions contained in this Article 10, the Company hereby grants to each Major Shareholder the right of first offer to purchase the Major Shareholder Pro Rata Portion of any New Securities which the Company may, from time to time, propose to issue and sell.(b) Notice of Right.

Related to Shareholder Pro Rata Portion

  • 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.

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Class A Shareholder means a holder of Class A Shares;

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Common Stockholders means holders of shares of Common Stock.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Existing Shareholders has the meaning set forth in the preamble.

  • Rights Holder means the holder of the Call Rights.

  • Ordinary Shareholder means a holder of ordinary shares;

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • Ordinary Shareholders means holders of Ordinary Shares.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • 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).

  • Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.