Tag-Along Pro Rata Portion definition

Tag-Along Pro Rata Portion means, for any Selling Stockholder or Tag-along Stockholder and for any particular class or series of Tag-along Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by such Stockholder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Tag-along Stock owned by the Selling Stockholder and all of the Tag-along Stockholders timely electing to participate in the applicable Tag-along Sale pursuant to Section 4.04(d)(i) immediately prior to such time.

Tag-Along Pro Rata Portion means, with respect to an Eligible Tag-Along Stockholder, a number of Shares equal to (i) the number of Shares Beneficially Owned by such Stockholder, multiplied by (ii) a fraction, the numerator of which is the aggregate number of Shares proposed to be Transferred by the Stockholder Sellers in the transaction subject to the applicable Sale Notice, and the denominator of which is the aggregate number of Shares Beneficially Owned by such Stockholder Sellers (including all members of their Sponsor Investor Group).

Tag-Along Pro Rata Portion means a number of shares of Common Stock determined by multiplying (i) the number of shares of Common Stock proposed to be Transferred by the Tag-Along Seller in connection with the Tag-Along Transfer by (ii) a fraction, the numerator of which is the number of shares of Common Stock held by the applicable Tag-Along Offeree and the denominator of which is the aggregate number of shares of Common Stock held by the Tag-Along Seller and all of the Tag-Along Offerees electing to participate in the Tag-Along Transfer.

Examples of Tag-Along Pro Rata Portion in a sentence

• In the event that you become a Tag-Along Stockholder pursuant to Section 4.4 of the Stockholders Agreement, any Shares issuable in respect of vested Options held by you whether or not exercised (including any Options that would vest as a result of the consummation of the Transfer to the Proposed Transferee) shall, at your sole discretion, be Tag-Along Shares and shall constitute Shares Beneficially Owned by you for purposes of determining your Tag-Along Pro Rata Portion.

• Each Tag-Along Offeree shall have a period of ten (10) Business Days from the date of the Tag-Along Notice within which to elect to sell up to its Tag-Along Pro Rata Portion of shares of Common Stock at a price per share equal to the Tag-Along Per Share Consideration in connection with such Tag-Along Transfer.

• Each Tag-Along Right Holder may sell all or any part of that number of Ordinary Shares acquired upon conversion of any Preferred Shares or Preferred Shares held by it that is equal to the Tag-Along Pro Rata Portion.

• In the event that the Selling Shareholder or its ultimate beneficial owner is the Officer, the Management and/or participant to the ESOP, the denominator of which shall be the total number of Ordinary Shares directly or indirectly owned by the Officer, Management and/or participant for the purpose of calculating the Tag-Along Pro Rata Portion.

• Subject to this Section 4.4, such Tag-Along Stockholder may Transfer up to a number of Shares equal to its, his or her Tag-Along Pro Rata Portion to such Proposed Transferee on the Same Terms and Conditions as the Stockholder Sellers and subject to the same indemnification (on a several and not joint basis) as the Stockholder Sellers.

More Definitions of Tag-Along Pro Rata Portion

Tag-Along Pro Rata Portion has the meaning set forth in Section 3.03(c)(ii).

Tag-Along Pro Rata Portion is defined in Section 6.4.5(a).

Tag-Along Pro Rata Portion means, with respect to each non-selling Shareholder, at the time of the Section 4.2

Tag-Along Pro Rata Portion means, for any Selling Member or Tag-along Member, a fraction determined by dividing (a) the number of Membership Interest Units (or applicable Membership Interest Units Equivalents) on a Fully Diluted Basis owned by such Member immediately before such time by (b) the aggregate number of Membership Interest Units (or applicable Membership Interest Units Equivalents) on a Fully Diluted Basis owned by the Selling Member and all of the Tag-along Members timely electing to participate in the applicable Tag-along Sale pursuant to Section 3.01(d)(i) immediately before such time.

Tag-Along Pro Rata Portion means, for any Selling Shareholder and for any particular class or series of Tag-along Security as of any particular time, a fraction determined by dividing (a) the number of Shares on a Fully Diluted Basis of the applicable class or series of Tag-along Security owned by such Selling Shareholder immediately prior to such time by (b) the aggregate number of Shares on a Fully Diluted Basis of the applicable class or series of Tag-along Security owned by all Selling Shareholders immediately prior to such time.

Tag-Along Pro Rata Portion means, with respect to each Tag-Along Holder at the time of the Tag-Along Sale, the number of Units to be sold to the Third Party multiplied by a fraction, the numerator of which is the number of Units owned by the Tag-Along Holder and the denominator of which is the number of Units owned by the Selling Holder and all Tag-Along Holders. Each Tag-Along Holder that desires to exercise such option shall provide the Selling Holder with written irrevocable notice within ten days after the date the Tag-Along Notice is given (the “Tag-Along Notice Period”), and shall simultaneously provide a copy of such notice to the Company and the other Tag-Along Holders. Each accepting Tag-Along Holder shall deliver to the Selling Holder the certificate or certificates representing the Units to be sold or otherwise disposed of pursuant to such sale by such Tag-Along Holder, together with a limited power-of-attorney authorizing the Selling Holder to sell or otherwise dispose of such Units pursuant to the terms of the Tag-Along Sale. Delivery of such certificate or certificates representing the Units to be sold and the limited power-of-attorney authorizing the Selling Holder to sell or otherwise dispose of such Units shall constitute an irrevocable acceptance of the Tag-Along Sale by the Tag-Along Holder. Notwithstanding the foregoing, this Section 6.4.5 shall not apply to any transfer permitted under Section 6.4.1(a)(iii) or (iv).

Tag-Along Pro Rata Portion means with respect to any Tag-Along Offeree, a number of shares of Common Stock determined by multiplying (1) the number of shares of outstanding Common Stock beneficially owned by the applicable Tag-Along Offeree immediately prior to the Tag-Along Transfer by (2) a fraction, (i) the numerator of which is the number of shares of Common Stock proposed to be Transferred by the Tag-Along Seller in connection with the Tag-Along Transfer and (ii) the denominator of which is the aggregate number of shares of outstanding Common Stock beneficially owned by all Stockholders immediately prior to the Tag-Along Transfer.