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.
Appears in 2 contracts
Samples: Sixth Amended and Restated Shareholders Agreement (Missfresh LTD), Sixth Amended and Restated Shareholders Agreement (Missfresh LTD)
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 Asas-Converted Basisconverted 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 Asas-Converted Basisconverted 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.
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 Rights is the ratio of (a) the number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Appears in 2 contracts
Samples: Shareholders Agreement, Second Amended and Restated Shareholders Agreement (LightInTheBox Holding Co., Ltd.)
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 Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of converted basis) held by all options and other outstanding convertible and exercisable securities) then outstanding Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights is the ratio of (a) the number of Class B Preferred Shares (calculated on an as-converted to Ordinary Share basis) or any Ordinary Shares (including issued up on conversion of any 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 the Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights is the ratio of (a) the number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion converted basis and exercise of all options and other outstanding convertible and exercisable securitiesany Ordinary Shares issued to or acquired by such Preemptive Rights Holder) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion converted basis and exercise of any Ordinary Shares issued to or acquired by all options and other outstanding convertible and exercisable securitiesPreemptive Rights Holders) then outstanding held by all Preemptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights Right is the ratio of (a) the number of Class B A Ordinary Shares (including Preferred Shares any class of shares calculated on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B A Ordinary Shares (including Preferred any class of shares calculated on as-converted basis and any Class A Ordinary Shares on an As-Converted Basis, assuming full conversion and issuable upon exercise of all options outstanding warrants and other outstanding convertible and exercisable securitiesoptions) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive RightsRight.
Appears in 2 contracts
Samples: Third Amended and Restated Shareholders Agreement (LAIX Inc.), Third Amended and Restated Shareholders Agreement (LingoChamp Inc.)
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 Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights is the ratio of (a) the number of Class B Ordinary Shares (including the Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted 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 B Ordinary Shares (including the Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights is the ratio of (a) the number of Class B Ordinary Shares (including Preferred Shares calculated on an Asa fully-Converted Basis, assuming full conversion diluted and exercise of all options and other outstanding convertible and exercisable securitiesas-converted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B Ordinary Shares (including Preferred Shares calculated on an Asa fully-Converted Basis, assuming full conversion diluted and exercise of all options and other outstanding convertible and exercisable securitiesas-converted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
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 Rights is the ratio of (a) the number of Class B the Ordinary Shares (including treating any Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) held by such Preemptive Rights Holder, to (b) the total number of Class B the Ordinary Shares (including treating any Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securitiesconverted basis) then outstanding (calculated on a fully diluted basis) immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Appears in 1 contract
Samples: Fifth Amended and Restated Shareholders Agreement (Manycore Tech Inc.)
Pro Rata Share. A Preemptive Preemption Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights Right of Preemption is the ratio of (a) the number of Class B Ordinary Series A 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 Preemption 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 Holder immediately prior to the issuance of New Securities giving rise to the Preemptive RightsRight 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
Pro Rata Share. A As used in this Section 3, a Preemptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights is the ratio of (ai) the number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securities) converted basis held by such Preemptive Rights HolderHolder immediately prior to the issuance of New Securities giving rise to the Preemptive Rights, to (bii) the total number of Class B Ordinary Shares (including Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of converted basis held by all options and other outstanding convertible and exercisable securities) then outstanding 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.)
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 the Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securities) 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 B Ordinary Shares (including the Preferred Shares on an Asas-Converted Basis, assuming full conversion and exercise of all options and other outstanding convertible and exercisable securities) converted basis then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Appears in 1 contract
Samples: Shareholders Agreement (Cango Inc.)
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 that it holds, determined on an As-If 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 RightsRights 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 Pre-Emptive Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Pre-Emptive Rights For New Securities 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) Share Equivalents then held by such Preemptive Pre-Emptive 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) Share Equivalents then outstanding held by all Pre-Emptive Rights Holders immediately prior to the issuance of New Securities giving rise to the Preemptive RightsPre-Emptive Rights For New Securities.
Appears in 1 contract