Common use of Pro Rata Share Clause in Contracts

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Right.

Appears in 2 contracts

Samples: Third Amended and Restated Shareholders Agreement (LAIX Inc.), Third Amended and Restated Shareholders Agreement (LingoChamp Inc.)

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Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated 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 A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis basis, assuming full conversion and any Class A Ordinary Shares issuable upon exercise of all options and other outstanding warrants convertible and optionsexercisable securities) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement, Second Amended and Restated Shareholders Agreement (LaShou Group Inc.)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement, Second Amended and Restated Shareholders Agreement (LightInTheBox Holding Co., Ltd.)

Pro Rata Share. A Preemptive Rights HolderEach Investor’s “Pro Rata Share” for purposes of the Preemptive Right is Rights is, on an as-converted basis, the ratio of (a) the total number of Class A Ordinary Shares Share Equivalents (including any class of shares calculated on a fully-diluted and as-converted basis) held by such Preemptive Rights HolderInvestor in the aggregate, to (b) the total number of Class A Ordinary Shares Share Equivalents (including any class of shares calculated on a fully-diluted and as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement (Dada Nexus LTD), Sixth Amended and Restated Shareholders Agreement (Dada Nexus LTD)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement (Belite Bio, Inc), Shareholders Agreement (Belite Bio, Inc)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding held by all Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement, Amended and Restated Shareholders Agreement (Four Seasons Education (Cayman) Inc.)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Preferred Shares (including any class of 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 Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated the Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Second Amended and Restated Shareholders Agreement (LianBio), Second Amended and Restated Shareholders Agreement (LianBio)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basisbasis and any Ordinary Shares issued to or acquired by such Preemptive Rights Holder) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsissued to or acquired by all Preemptive Rights Holders) then outstanding held by all Preemptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 2 contracts

Samples: Shareholders Agreement (NIO Inc.), Shareholders Agreement (NIO Inc.)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated on a fully-diluted and as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on a fully-diluted and as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 1 contract

Samples: Amended and Restated Shareholders Agreement (Agora, Inc.)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated the Preferred Shares on an as-converted basis) held by such Preemptive Rights HolderHolder immediately prior to the issuance of New Securities giving rise to the Preemptive Rights, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated the Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 1 contract

Samples: Amended and Restated Shareholders Agreement (Cango Inc.)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated the Preferred Shares on an as-converted basis) basis held by such Preemptive Rights HolderHolder immediately prior to the issuance of New Securities giving rise to the Preemptive Rights, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated the Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 1 contract

Samples: Shareholders Agreement (Cango Inc.)

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Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on a fully diluted, as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated Preferred Shares on a fully diluted, as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 1 contract

Samples: Third Amended and Restated Shareholders Agreement (Zai Lab LTD)

Pro Rata Share. A Preemptive Preemption Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right of Preemption is the ratio of (a) the number of Class Series A Ordinary Shares (including any class of shares calculated on as-converted basis) held by such Preemptive Preemption Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) then outstanding Holder immediately prior to the issuance of New Securities giving rise to the Preemptive RightRight of Preemption, to (b) the total number of Series A Shares (calculated on a fully-diluted and as-converted basis) then outstanding.

Appears in 1 contract

Samples: Shareholders Agreement (Taomee Holdings LTD)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated that it holds, determined on asan As-converted basis) held by such Preemptive Rights HolderIf Converted Basis, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights determined on an As-If Converted Basis.

Appears in 1 contract

Samples: Shareholder and Note Holder Agreement (Aesthetic Medical International Holdings Group LTD)

Pro Rata Share. A Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (a) the number of Class A the Ordinary Shares (including treating any class of shares calculated Preferred Shares on an as-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class A the Ordinary Shares (including treating any class of shares calculated Preferred Shares on an as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and optionsbasis) then outstanding (calculated on a fully diluted basis) immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights.

Appears in 1 contract

Samples: Fifth Amended and Restated Shareholders Agreement (Manycore Tech Inc.)

Pro Rata Share. A Preemptive Pre-Emptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Pre-Emptive Rights For New Securities is the ratio of (a) the number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis) Share Equivalents then held by such Preemptive Pre-Emptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) Share Equivalents then outstanding held by all Pre-Emptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive RightPre-Emptive Rights For New Securities.

Appears in 1 contract

Samples: Shareholders Agreement (Mecox Lane LTD)

Pro Rata Share. A As used in this Section 3, a Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Right Rights is the ratio of (ai) the number of Class A Ordinary Shares (including any class of shares calculated on an as-converted basis) basis held by such Preemptive Rights Holder, to (b) the total number of Class A Ordinary Shares (including any class of shares calculated on as-converted basis and any Class A Ordinary Shares issuable upon exercise of outstanding warrants and options) then outstanding Holder immediately prior to the issuance of New Securities giving rise to the Preemptive RightRights, to (ii) the total number of Ordinary Shares on an as-converted basis held by all Preemptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.

Appears in 1 contract

Samples: Amended and Restated Shareholders Agreement (Li Auto Inc.)

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