Pro Rata Fraction definition

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.

Pro Rata Fraction means, (i) with respect to any Series B‑3 Redemption, a fraction, (x) the numerator of which is equal to the Stated Value of the shares of Series B‑3 Preferred Stock subject to such Series B‑3 Redemption and (y) the denominator of which is equal to the Stated Value of all outstanding shares of Series B‑3 Preferred Stock as of immediately prior to such Series B‑3 Redemption, (ii) with respect to any Series B‑2 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of the shares of Series B‑2 Preferred Stock subject to such Series B‑2 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of all outstanding shares of Series B‑2 Preferred Stock as of immediately prior to such Series B‑2 Redemption and (iii) with respect to any Series B-1 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Second Amended Series B-1 Certificate of Designations) of the shares of Series B-1 Preferred Stock subject to such Series B-1 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of all outstanding shares of Series B-1 Preferred Stock as of immediately prior to such Series B-1 Redemption.

Pro Rata Fraction has the meaning assigned to such term in Section 3.5(c).

Examples of Pro Rata Fraction in a sentence

• If any Major Holder fails to elect to purchase its Pro Rata Fraction of such Offered Units, such Major Holder shall not be entitled to purchase any Offered Units in such Offer and, subject to the satisfaction of the Participation Condition, the Company shall allocate any remaining amount among those Major Holders who have indicated in their Election Notice a desire to purchase Offered Units in excess of their respective Pro Rata Fraction.

• Such Election Notice shall also include the maximum number of Offered Units that the Major Holder would be willing to purchase in the event any other Major Holder does not elect to purchase its Pro Rata Fraction of such Offered Units.

• In the event that any Major Holder desires to purchase its Pro Rata Fraction of the Offered Units, then such Major Holder shall give notice on or prior to the Election Date to the Selling Holder, the Company and each other Major Holder, in accordance with the notice requirements set forth in Section 19.8, of its intent to purchase its Pro Rata Fraction of the Offered Units on the same terms and conditions as set forth in the Offer (each such notice, an “Election Notice”).

• If any Purchaser, or its respective assignee, desires to purchase any of the remaining Offered Shares, such Purchaser must, within a twenty (20) day period (the “Investor Refusal Period”) following receipt of the Offer, give written notice (“Investor Notice”) to the Offeror and to the Company of such party’s election to purchase its Pro Rata Fraction of the Offered Shares.

• Each Purchaser shall have a right of reallotment such that, if any other Purchaser fails to exercise the right to purchase its full Pro Rata Fraction of the Offered Shares, the other participating Purchasers may exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased.

More Definitions of Pro Rata Fraction

Pro Rata Fraction means a fraction, the numerator of which is the number of days in the calendar year through Executive’s Termination Date and the denominator of which is 365.

Pro Rata Fraction means a fraction, the numerator of which is the number of days from the Grant Date to the date of Separation from Service and the denominator of which is the number of days from the Grant Date through [date x].

Pro Rata Fraction shall have the meaning set forth in Section 3.4(b).

Pro Rata Fraction means a fraction, the numerator of which is the number of days from the Grant Date of the Restricted Stock Units through the date of Involuntary Termination without Cause, and the denominator or which is the number of days from the Grant Date of the Restricted Stock Units through the last vesting date set forth under “Vesting Schedule” in the Notice.

Pro Rata Fraction has the meaning set forth in Section 2(a).

Pro Rata Fraction means a fraction, the numerator of which equals the number of calendar months in the first Fiscal Year that the Optionee is employed with (in the case of a new employee), or is employed in the promoted position giving rise to the Option grant by (in the event of a promoted employee), the Company or any Service Recipient and the denominator of which is equal to 12; provided, that an Optionee shall only be deemed to have been employed in any given calendar month if the Optionee commences initial employment (in the event of a new employee) or commences employment into the promoted position (in the event of a promoted employee) with the Company or any Service Recipient on or before the fifteenth (15th) day of any calendar month occurring in the first Fiscal Year. In the event an Optionee commences employment (whether initial or promoted) with the Company or any Service Recipient after the fifteenth day of any given calendar month, then the numerator of the foregoing fraction shall only include those calendar months immediately following the calendar month in which the Optionee commences such employment (whether initial or promoted).

Pro Rata Fraction means a fraction, the numerator of which is the number of days between the Commencement Date and December 31, 2006, and the denominator of which is 365 and (ii) the term “Pro Rated Bonus Amount” means an amount equal to (A) the $175,000, multiplied by (B) the Pro Rata Fraction.