Common Pro Rata Share definition

Common Pro Rata Share means with respect to each holder of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock, a percentage equal to the quotient of (a) (i) the total number of shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (ii) the total number of shares of Company Common Stock issuable upon conversion of the Company Series Seed Preferred Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iii) the total number of shares of Company Common Stock issuable upon exercise of the Company Warrants exercisable for shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iv) the total number of shares of Company Common Stock issuable upon exercise of the Vested Options that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time (the sum of the number of shares of the foregoing (i) through (iv), the “ Common Participating Shares ”) , divided by (b) the aggregate number of Common Participating Shares of all holders of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock as set forth on the Consideration Spreadsheet.

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Common Pro Rata Share means, for each Seller, the percentage determined by dividing (A) the number of shares of Common Stock, Series Seed Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock plus the number of Eligible Options held by such Seller as of immediately prior to the Effective Time by (B) the Fully Diluted Common Shares.

Common Pro Rata Share means with respect to each holder of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock, a percentage equal to the quotient of (a) (i) the total number of shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (ii) the total number of shares of Company Common Stock issuable upon conversion of the Company Series Seed Preferred Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iii) the total number of shares of Company Common Stock issuable upon exercise of the Company Warrants exercisable for shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iv) the total number of shares of Company Common Stock issuable upon exercise of the Vested Options that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time (the sum of the number of shares of the foregoing (i) through (iv), the “Common Participating Shares”), divided by (b) the aggregate number of Common Participating Shares of all holders of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock as set forth on the Consideration Spreadsheet.

Examples of Common Pro Rata Share in a sentence

Such right of first refusal shall allow each Shareholder to purchase its Common Pro Rata Share (determined immediately prior to such issuance and sale of New Securities) of the New Securities proposed to be issued.
Within two (2) Business Days after the distributions set forth in Section 2.11(e)(i) and Section 2.11(e)(ii) are paid pursuant to Section 2.11(e)(iii), any remaining funds in the Adjustment Escrow Amount thereafter shall be released to the Paying Agent for further distribution to the holders of Outstanding Common Shares and Eligible Options in the accordance with each such holder’s Common Pro Rata Share of the Adjustment Escrow Amount.
If such Common Holders have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Common Holder electing to purchase its entire relative Common Pro Rata Share (each a “Fully-Purchasing Common Holder”) with a notice setting forth the amount of such Offered Securities still available for purchase.
In the event a Shareholder does not purchase any or all of its Common Pro Rata Share of New Securities, each of the remaining Shareholders shall have the right to purchase its Common Pro Rata Share (determined at such time) of such unpurchased New Securities until all of the New Securities are purchased or until no other Shareholder desires to purchase any additional New Securities.

More Definitions of Common Pro Rata Share

Common Pro Rata Share means, with respect to any Common Holder and relative to other Common Holders, the ratio of (a) the total number of then outstanding Common Shares held by that Common Holder to (b) the total number of then outstanding Common Shares held by the specified Common Holder and by the specified other Common Holders.

Common Pro Rata Share means, with respect to each Seller that holds Outstanding Common Shares and/or Eligible Common Options, a fraction (expressed as a percentage), the numerator of which is the portion of the Final Merger Consideration (excluding, for this purpose, the Series D-2 Aggregate Consideration, but including, for this purpose, any Option Gross-Up Payments) such Seller is entitled to receive pursuant to Section 2.8 (other than Section 2.8(c)) and Section 2.9 (as adjusted pursuant to Section 2.10(b)) and the denominator of which is the Final Merger Consideration (excluding, for this purpose, the Series D-2 Aggregate Consideration, but including, for this purpose, the Option Gross-Up Payments).

Common Pro Rata Share means an amount equal to the quotient of (i) the Participation Amount Per Share divided by (ii) the sum of (A) the Aggregate Participation Amount, plus (B) the Aggregate Preference Amount. For purposes of clause (ii)(B), the portion of the Aggregate Preference Amount attributable to the Preferred Stock Warrants shall be disregarded.

Common Pro Rata Share means, with reference to any Shareholder at any time, a fraction, the numerator of which is the number of shares of Common Stock then held by such Shareholder plus any shares of Common Stock which such Shareholder then has a right to purchase pursuant to any Contingent Right which is then exercisable, and the denominator of which is the aggregate number of shares of Common Stock held by, or purchasable under any then exercisable Contingent Right held by, all of the Shareholders taken together.