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).
Pro Rata Amount has the meaning set forth in Section 4.16.
Pro Rata Amount means, as of any given date and with respect to any Investor, the quotient obtained by dividing (i) the number of Shares then held by such Investor, by (ii) the aggregate number of Shares then held by all Investors, assuming in each case that, in the calculation of such number of Shares, all securities held by Investors which by their terms are convertible or exercisable into or exchangeable for Shares, have been so converted, exercised or exchanged on such date.
Examples of Pro Rata Amount in a sentence
To the extent that the aggregate purchase price of Securities tendered pursuant to any Net Proceeds Offer is less than the Pro Rata Amount, the Issuer or any Guarantor may use such amount for any purpose not prohibited by this Indenture.
More Definitions of Pro Rata Amount
Pro Rata Amount means, as of the applicable date of determination, with respect to a particular Holder, a fraction (i) the numerator of which is the aggregate number of shares of Series A Preferred Stock held by such Holder as of such date of determination and (ii) the denominator of which is the aggregate number of shares of Series A Preferred Stock outstanding as of such date of determination.
Pro Rata Amount means, with respect to any holder of Series E Preferred Stock, the lesser of (a) a number of Offered Securities calculated by multiplying the aggregate number of Offered Securities by a fraction, the numerator of which is equal to the number of shares of Series E Preferred Stock owned by such holder, and the denominator of which is equal to the aggregate number of outstanding shares of Series E Preferred Stock, or (b) the maximum number of Offered Securities that such holder is permitted by the Corporation to purchase in such Qualified Financing, after giving effect to any cutbacks or limitations established by the Board of Directors and applied on a pro rata basis to all holders of Series E Preferred Stock.
Pro Rata Amount means, with respect to any Stockholder, the quotient obtained by dividing (a) the number of Stockholder Shares held by such Stockholder by (b) the aggregate number of Stockholder Shares held by all Stockholders or class of Stockholders, as applicable (excluding, in both the numerator and denominator, any Common Stock Equivalents; provided, that Common Stock Equivalents that are vested or shall become vested as a result of an Approved Sale shall be included in both the numerator and denominator with respect to Section 2.3).
Pro Rata Amount means a fraction (i) the numerator of which is the Subscription Amount (as defined in the Purchase Agreement) paid by the initial Holder of this Note to the Company pursuant to the Purchase Agreement and (ii) the denominator of which is the aggregate Subscription Amounts paid by all the Purchasers to the Company pursuant to the Purchase Agreement.
Pro Rata Amount means, with respect to any Holder, a fraction, the numerator of which is equal to the number of shares of Series B Preferred Stock held of record by such Holder, and the denominator of which is equal to the aggregate number of outstanding shares of Series B Preferred Stock.
Pro Rata Amount is defined in Section 4 of this Agreement.
Pro Rata Amount is defined in Section 3 of this Agreement.