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.
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Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications Inc)
Pro Rata Share. “Pro Rata Share” shall meanmeans, with respect to a particular each Company StockholderIndemnitor, a fraction, such Person’s ownership interest in the numerator Company as 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 Effective Time, determined by dividing (a) the denominator of which is the total number of shares of Company Capital Stock held owned of record by all Company Stockholders such Person as of immediately prior to the ClosingEffective Time, by (b) the Closing Company Share Number.
Appears in 2 contracts
Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)
Pro Rata Share. “Pro Rata Share” shall mean, " with respect to a particular Company StockholderShareholder shall mean, a fractionfor any given amount, such amount multiplied by the numerator of which is quotient obtained by dividing (x) the number of shares of Company Common Stock and/or Company Preferred Stock held by issued and outstanding to such Company Stockholder Shareholder immediately prior to the Closing and Effective Time, by (y) the denominator of which is the total aggregate number of all shares of Company Capital Common Stock held by issued and outstanding to all Company Stockholders Shareholders immediately prior to the ClosingEffective Time.
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Samples: Merger Agreement (Terra Tech Corp.)
Pro Rata Share. ‘The term “Pro Rata Share” shall mean, with in respect to a particular Company Stockholderof each Purchaser, a fractionits allocated share of the offering of the Shares, determined on the numerator basis of which is the number amount and class of shares of Company Common Stock and/or Company Preferred Stock held by such Company Stockholder immediately its prior to investment in 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 ClosingCompany, as shown on Schedule 1 hereto.
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