First Refusal Pro Rata Share definition

First Refusal Pro Rata Share of an Investor at any time shall mean the fraction resulting when (i) the total number of Conversion Shares then held by or issuable to the Investor is divided by (ii) the total number of Conversion Shares then held by or and issuable to all Investors.
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First Refusal Pro Rata Share is the ratio of (i) the total number of shares of Common Stock held by such Stockholder as of the date of the Transfer Notice (after giving effect to the conversion of all shares of Preferred Stock held by such Stockholder) to (ii) the number of shares of Common Stock held by all Stockholders other than the Selling Stockholder as of such date (after giving effect to the conversion of all shares of Preferred Stock held by all Stockholders).
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First Refusal Pro Rata Share of a Holder shall mean the ratio that (a) the sum of the number of shares of Common Stock then held by such Holder which were issued upon conversion of Series A Preferred Stock plus the number of shares of Common Stock issuable upon conversion of Series A Preferred Stock then held by such Holder bears to (b) the sum of the total number of shares of Common Stock then held by all Holders which were issued upon conversion of Series A Preferred Stock plus the number of shares of Common Stock issuable upon conversion of all outstanding Series A Preferred Stock then held by all Holders.
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Examples of First Refusal Pro Rata Share in a sentence

  • If any Stockholder fails to deliver notice of its intent to purchase all of its First Refusal Pro Rata Share of the Transfer Shares which the Company did not elect to purchase, the Selling Stockholder shall give Warburg notice of the number of shares the Stockholders did not elect to purchase.

  • The Electing Holders shall have ten (10) days from the date of the Second Notice to agree to purchase their respective First Refusal Pro Rata Share of all or any part of the Shares not subscribed for by such other Holders by giving written notice to the Founder.

  • High-energy missions with PPT-propelled small spacecraft have been, until recently, outside of the realm of possibilities, because of the weight of the capacitors that would be needed.

  • If any Investor fails to agree to purchase its full First Refusal Pro Rata Share of any type of such Securities within such twenty (20) day period, the Company or CFSL Acquisition, as the case may be, will give the Investors who did so agree (the "Electing Investors") notice (the "Second Investors' Notice") of the number of Remaining Securities which were not subscribed for.

  • The Electing Holders shall have ten (10) days from the date of the Second Holders Notice to agree to acquire their respective First Refusal Pro Rata Share of all or any part of the Founder Shares not subscribed for by such other Holders.

  • The Purchaser shall have ten (10) days from the date of receipt of the Issuance Notice to agree to purchase any or all of its Right of First Refusal Pro Rata Share of the New Securities for the price and upon the terms specified in the Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased and forwarding payment for such New Securities to the Company if immediate payment is required by such terms.

  • For purposes of the second election under this Section 4(c), Securities held by Investors other than Electing Investors will be excluded for the purpose of calculating an Electing Investor's First Refusal Pro Rata Share.

  • The failure of a Holder to purchase such Holder’s Right of First Refusal Pro Rata Share of New Securities shall not preclude such Holder from participating in any future offering by the Company of New Securities.

  • The Electing Holders shall have ten (10) days from the date of the Second Notice to agree to purchase their respective First Refusal Pro Rata Share of all or any part of the Shares not subscribed for by such other Holders by giving written notice to the Transferor.

  • If any Holder fails to agree to acquire its full First Refusal Pro Rata Share within such twenty (20) day period, such Founder Party transferring such Founder Shares will give the Holders who did so agree (the “Electing Holders”) notice (the “Second Holders Notice”) of the number of Founder Shares which were not subscribed for.


More Definitions of First Refusal Pro Rata Share

First Refusal Pro Rata Share of a Holder shall mean the ratio that (i) the sum of the number of Ordinary Shares then held by such Holder which were issued upon exercise and/or conversion of Convertible Securities and Preference Shares plus the number of Ordinary Shares issuable upon exercise and/or conversion of Convertible Securities and Preference Shares then held by such Holder bears to (ii) the sum of the total number of Ordinary Shares then held by all Holders which were issued upon exercise and/or conversion of Convertible Securities and Preference Shares plus the number of Ordinary Shares issuable upon exercise and/or conversion of all outstanding Convertible Securities and Preference Shares then held by all Holders.
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Related to First Refusal Pro Rata Share

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • First Refusal Right means the right granted to the Corporation in accordance with Article E.

  • First Offer has the meaning set forth in Section 3.9(e)(1) or Section 11.1(b)(i), as applicable.

  • ROFR means a right of first refusal to purchase or a right of first offer to purchase one or more of the Mortgaged Properties pursuant to a recorded instrument (or a memorandum thereof) encumbering the applicable Mortgaged Property.

  • First Offer Notice shall have the meaning set forth in Section 14.4(a).

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Secondary Refusal Right means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.

  • Lender Participation Notice has the meaning specified in Section 2.05(d)(iii).

  • Ratable Portion or "ratably" means, with respect to any Lender, the percentage obtained by dividing (a) the Revolving Credit Commitment of such Lender by (b) the aggregate Revolving Credit Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to such Lender by the aggregate outstanding principal balance of the Revolving Credit Outstandings owing to all Lenders).

  • First Offer Period has the meaning set forth in Section 13.5.

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

  • Extension Option shall have the meaning set forth in Section 2.5(c) hereof.

  • Tenant’s Pro Rata Share means the percentage calculated by dividing the rentable area of the Premises (numerator) by the rentable area of the Building (denominator), and expressing the fraction as a percentage.

  • Participation Notice has the meaning set forth in Section 4.2;

  • Non-Extension Notice has the meaning specified in Section 2.10.

  • Non-Extension Notice Date has the meaning specified in Section 2.03(b)(iii).

  • Optional Purchase Percentage means 5%.

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • First Extension Option shall have the meaning set forth in Section 2.2.1(b) hereof.

  • Allocable Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • Right of First Refusal and Co-Sale Agreement means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit G attached to this Agreement.

  • Second Extension Option shall have the meaning set forth in Section 2.6.1 hereof.

  • Pro Rata Extension Offers shall have the meaning assigned to such term in Section 2.21(e).

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Extended Term shall have the meaning given such term in Section 2.4.

  • Extended Term Loan shall have the meaning assigned to such term in Section 2.21(e).