Aggregate Pro Rata Portion definition

Aggregate Pro Rata Portion means, with respect to either the -------------------------- Ordinary Shares (including for all purposes of this defined term Non-Voting Ordinary Shares) or Preferred Shares (as the case may be): (i) with respect to any Non-Selling Holder who has delivered a Section 2.3 Notice, the number equal to the product of (A) the number of Offered Shares of the class of Shares as to which a determination is being made, multiplied by (B) a fraction, the numerator of which shall be the total number of Shares2 of such class owned by such Non-Selling Holder and the denominator of which shall be the total number of Shares of such class held by all Non-Selling Holders who have delivered such a notice; and (ii) with respect to any Non-Selling Holder who has delivered a Subsequent Section 2.3 Notice, the number equal to the product of (A) the number of Remaining Offered Shares of the class of Shares to which the determination is being made, multiplied by (B) a fraction, the numerator of which shall be the total number of Shares of such class owned by such Non-Selling Holder and the denominator of which shall be the total number of Shares of such class held by all Non-Selling Holders who have delivered such a notice; provided that in -------- calculating the Aggregate Pro Rata Portion with respect to any Non-Selling Holder who is a Management Shareholder, Shares held by such Management Shareholder shall not include any Shares other than those received by such Management Shareholder on the Closing Date (the "Initial Shares") and any additional Shares received by -------------- such Management Shareholder with respect to such Initial Shares.

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Aggregate Pro Rata Portion means the number equal to the product of (i) (A) the number of Bankrupt Shares or (B) the number of Remaining Bankrupt Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by the Electing Stockholder, and the denominator of which shall be the total number of Shares held by (A) all Electing Stockholders or (B) all Remaining Electing Stockholders, as the case may be.

Aggregate Pro Rata Portion means, as of any date of calculation, in the case of each Company Securityholder, a fraction, expressed as a percentage, (a) the numerator of which is (i) the number of shares of Company Common Stock owned by such Company Securityholder immediately prior to the Effective Time, plus (ii) the number of shares of Company Common Stock issuable upon the conversion of all of the shares of Company Preferred Stock owned by such Company Securityholder immediately prior to the Effective Time pursuant to the Company Organizational Documents, plus (iii) the number of shares of Company Common Stock that are underlying Company Vested Options owned by such Company Securityholder immediately prior to the Effective Time (clauses (i), (ii) and (iii) together, expressed as a whole number), and (b) the denominator of which is the number of shares of Company Common Stock outstanding on a fully diluted basis as of immediately prior to the Effective Time (excluding any shares of Company Common Stock canceled pursuant to

Examples of Aggregate Pro Rata Portion in a sentence

For the sake of clarity, the maximum amount of the New Securities that the Investors have the right hereunder to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securities.
The sum of the Pro Rata Portions for all Investors equals the "Aggregate Pro Rata Portion".
No Indemnifying Party shall be liable for any Fraud or willful breach committed by any other Holder, except the Fraud or willful breach of such other Holder that also constitutes Fraud or willful breach by the Company or any Subsidiary, and for each other claim, an Indemnifying Party shall only be liable for its Aggregate Pro Rata Portion of any Losses related to such claim.
Upon deposit of the Representative Expense Amount with the Representative in accordance with this Section 1.8(b)(iv), for all purposes Parent shall be deemed to have paid each Holder’s Aggregate Pro Rata Portion of the Representative Expense Fund (and Parent shall have no further liability with respect thereto) and then each such Holder shall be deemed to have voluntarily contributed such amount to the Representative Expense Fund.
The Holdback Amount retained for each Unresolved Claim shall be released (to the extent such funds are not utilized to indemnify any Indemnified Party for such Unresolved Claim in accordance with the terms of this Agreement) by Parent to the Paying Agent and Surviving Corporation, respectively, for further distribution to the Holders in accordance with their respective Aggregate Pro Rata Portion as set forth in this Agreement upon the resolution of such Unresolved Claim in accordance with this Article VII.
If the Electing Stockholders collectively elect to acquire an aggregate number of shares greater than the total number of the Bankrupt Shares, each Electing Stockholder will be allocated a number of the Bankrupt Shares, up to the number of shares specified in such Electing Stockholder's notice to the Company, equal to such Electing Stockholder's Aggregate Pro Rata Portion (as hereinafter defined) of the Bankrupt Shares.

More Definitions of Aggregate Pro Rata Portion

Aggregate Pro Rata Portion means, with respect to each Seller or Option Holder, the pro rata portion calculated in accordance with the spreadsheet attached as Schedule 1.01-PRP.

Aggregate Pro Rata Portion means, with respect to each Holder, the aggregate sum of the Pro Rata Portions applicable to the Company Stock, Company Warrants and Vested Company Options held by such Holder. For the avoidance of doubt, the sum of the Aggregate Pro Rata Portion of all Holders shall be equal to one hundred percent (100%).