Pro Rata Release Sample Clauses
A Pro Rata Release clause defines how obligations, payments, or benefits are distributed proportionally among parties based on their respective shares or contributions. In practice, this means that if a party is entitled to a release of funds, goods, or liabilities, they receive an amount corresponding to their percentage of involvement or investment, rather than an equal or arbitrary share. This clause ensures fairness and accuracy in allocation, preventing disputes by aligning distributions with each party's actual stake or participation.
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Pro Rata Release. In the event that any holder (other than the Restricted Holder) of the Parent’s securities that is party to an agreement with the Parent substantially similar to this Agreement is permitted by the Parent to sell or otherwise transfer or dispose of shares of Parent Common Stock for value other than as permitted by this Agreement, the same percentage of shares of Parent Common Stock held by the Restricted Holder (the “Pro-rata Release”) shall be immediately and fully released on the same terms from any remaining restrictions set forth herein; provided, however, that such Pro-rata Release shall not be applied in the event of (i) permission granted to any equity holder by the Parent to sell or otherwise transfer or dispose of shares of Parent Common Stock for value in an amount less than or equal to $1,000,000 in aggregate value of Parent Common Stock in respect of such party, or (ii) any underwritten public offering of Parent Common Stock, whether or not such offering is wholly or partially a secondary offering of Parent Common Stock during the six-month restricted period (the “Underwritten Sale”), provided that the Restricted Holder, to the extent the Restricted Holder has a contractual right to demand or require the registration of the Restricted Securities or otherwise “piggyback” on a registration statement filed by the Parent for the offer and sale of Parent Common Stock, is offered the opportunity to participate on a basis consistent with such contractual rights in such Underwritten Sale.
Pro Rata Release. If, prior to the expiration of the Lock-Up Period set forth in this Agreement, the restrictions on transfer in any Other Lock-Up Agreement are waived, terminated or suspended, in whole or in part, permanently or for a limited period of time, then this Agreement shall be deemed to be automatically modified without any further action so that the restrictions on transfer set forth in this Agreement are also waived, terminated or suspended on the same terms and for the same percentage of Lock-up Shares of the Holder. SPAC and the Company shall, upon any such automatic modification of this Agreement, notify the Holder of such modification in writing as promptly as reasonably practicable and in any event at least 12 hours prior to the open of trading markets on the date such waiver, termination or suspension is to take effect.
Pro Rata Release. (i) Notwithstanding anything to the contrary in this Agreement, each of the parties hereby acknowledges and agrees that, at any time during the Lock-Up Period, the members of the board of directors of TopCo who are “independent” (as such term is defined in Regulation 303A.02 of The New York Stock Exchange Listed Company Manual) directors (collectively, the “Independent Board Members”) may, in their sole discretion, resolve to terminate, in whole or in part, the Transfer restrictions provided in Section 2; provided, that the approval of such resolution of the Independent Board Members shall (A) be given at a meeting of the Independent Board Members called for the purpose of considering and voting upon such resolution and (B) include at least a majority of the Independent Board Members.
(ii) In the event that the Independent Board Members release or waive, in full or in part, any party from a lock-up agreement entered into in connection with the Closing, then the same percentage of Lock-Up Shares held by the Holder on the date of such release or waiver as the percentage of Lock-Up Shares (or such equivalent term as defined in such lock-up agreement) held by such released party on the date of such release or waiver to such released party’s aggregate number of Lock-Up Shares (or such equivalent term as defined in such lock-up agreement) that are subject of such release or wavier shall be immediately and fully released on the same terms from the applicable prohibition(s) set forth herein; provided, that the foregoing provisions of this Section 3(a)(ii) will not apply if (i) the release or waiver is granted to a holder of TopCo Common Shares in connection with a follow-on public offering of TopCo Common Shares pursuant to a registration statement filed with the SEC, whether or not such offering or sale is wholly or partially a secondary offering of the TopCo Common Shares, and the Holder, only to the extent the Holder has a contractual right to demand or require the registration of the Holder’s TopCo Common Shares or “piggyback” on a registration statement filed by TopCo for the offer and sale of its TopCo Common Shares, has been given an opportunity to participate on a basis consistent with such contractual rights in such follow-on offering, (ii)(A) the release or waiver is effected solely to permit a transfer not for consideration and (B) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the du...
Pro Rata Release. The Escrow Shares to be released to Parent under any Financing Notice shall be drawn from each Shareholder on a pro rata basis, based upon such Shareholder’s proportionate share of the Escrow Shares, rounded up to the nearest whole Escrow Share. The Escrow Agent shall deliver the certificates representing the Escrow Shares to Parent with appropriate instructions, whenever necessary to effectuate a cancellation of the Escrow Shares, or to the Shareholders.
Pro Rata Release. In the event that, during the Lock-Up Period, there is any release or waiver of any prohibition set forth in this ARTICLE V on the Transfer of Lock-Up Shares held by any director, officer or Holder of greater than 1% of the Company’s outstanding Common Stock, the same percentage of the total number of outstanding shares of Common Stock held by each Holder on the date of such release or waiver as the percentage of the total number of outstanding shares of Common Stock held by such director, officer or Holder of greater than 1% of the Company’s outstanding Common Stock on the date of such release or waiver that are the subject of such release or waiver shall be immediately and fully released on the same terms from the applicable prohibitions set forth herein, and the Company shall promptly provide written notice to all applicable Holders of such release or waiver.