Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.
Pro Rata Share. A Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights is the ratio of (a) the number of Preferred Shares (calculated on an as-converted to Ordinary Share basis) or any Ordinary Shares issued up on conversion of any Preferred Shares held by such Rights Holder, to (b) the total number of Ordinary Shares (including the Preferred Shares on an as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Pro Rata Share. For purposes of the foregoing, the shareholder’s pro rata share equals the amount that would have been distributed with respect to the shareholder’s stock if, on each day during the taxable year of the Company, the Company had distributed to each shareholder its pro rata share of that day’s ratable share (determined by allocating to each day of the year, an equal amount of the Company’s aggregate ordinary earnings and aggregate net capital gain for such year) of the Company’s ordinary earnings and net capital gain for such year. Determination of a shareholder’s pro rata share will require reference to the Company’s charter, certificate of incorporation, articles of association or other comparable governing document.
Pro Rata Share. The District shall collect and Charter School shall pay a Pro Rata Share for facilities costs as provided in the Charter Schools Act of 1992 and its
Pro Rata Share. For purposes of this Section 2, the Pro Rata Share of a Stockholder shall be a fraction, (i) the numerator of which shall be the total number of shares of Common Stock then held by the Stockholder and (ii) the denominator of which shall be the total number of shares of Common Stock then issued and outstanding.
Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights is the ratio of (a) the number of Class B Ordinary Shares (including Preferred Shares on an As-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securities) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares on an As-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securities) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Pro Rata Share. The Investor’s “Pro Rata Share,” for purposes of this Section 4, shall be the product obtainable by multiplying (i) the total number of New Securities, by (ii) the Investor Ownership Percentage, subject to rounding to avoid fractional shares.
Pro Rata Share. The obligations of each Mezzanine Lender hereunder and under any of the other Mezzanine Loan Documents are several (but not joint). Subject to the terms hereof, each Mezzanine Lender shall be obligated to fund on a pari passu basis only its respective Pro Rata Share of the Loan. Each Mezzanine Lender hereby agrees that if either of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loan made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Mezzanine Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or other applicable insolvency law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Mezzanine Lender hereunder or under the other Mezzanine Loan Documents which is greater than its Pro Rata Share, then such Mezzanine Lender receiving such proportionately greater payment shall (i) notify the other Mezzanine Lender of the receipt of such payment, and (ii) appropriate payments or other adjustments shall be made by each Mezzanine Lender to ensure each Mezzanine Lender receives its respective Pro Rata Share of such aggregate amount due.
Pro Rata Share. “Pro Rata Share” shall mean, with respect to a particular Company Stockholder, a fraction, the numerator of which is the number of shares of Company Common Stock and/or Company Preferred Stock held by such Company Stockholder immediately prior to the Closing and the denominator of which is the total number of shares of Company Capital Stock held by all Company Stockholders immediately prior to the Closing.
Pro Rata Share. The District shall yearly charge the Charter School a pro rata share amount for use of the facilities, consistent with Education Code section 47614(b)(1) and 5 C.C.R. Section 11969.7. The calculation of this sum for the 2023-2024 school year is attached as Exhibit C and is hereby incorporated by reference. The District shall perform the calculation for each subsequent year, to be submitted to the Charter School for review no later than April 1. If the Charter School does not agree with the District’s calculation, the dispute shall be resolved by requesting that the Ventura County Office of Education review the relevant information and provide a binding decision. The pro rata share shall be divided into 12 equal payments, with the resulting amount to be paid by the Charter School to the District on or before the 1st of each month, commencing July 1. The pro rate share is subject to adjustment and reconciliation upon the District’s receipt of actual audited facilities costs for the fiscal year on which it is calculated.
