Pro Rata Fraction definition

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.

Pro Rata Fraction means, (i) with respect to any Series B‑3 Redemption, a fraction, (x) the numerator of which is equal to the Stated Value of the shares of Series B‑3 Preferred Stock subject to such Series B‑3 Redemption and (y) the denominator of which is equal to the Stated Value of all outstanding shares of Series B‑3 Preferred Stock as of immediately prior to such Series B‑3 Redemption, (ii) with respect to any Series B‑2 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of the shares of Series B‑2 Preferred Stock subject to such Series B‑2 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Amended and Restated Series B-2 Certificate of Designation) of all outstanding shares of Series B‑2 Preferred Stock as of immediately prior to such Series B‑2 Redemption and (iii) with respect to any Series B-1 Redemption, a fraction, (x) the numerator of which is equal to the “Stated Value” (as defined in the Second Amended Series B-1 Certificate of Designations) of the shares of Series B-1 Preferred Stock subject to such Series B-1 Redemption and (y) the denominator of which is equal to the “Stated Value” (as defined in the Second Amended Series B‑1 Certificate of Designations) of all outstanding shares of Series B-1 Preferred Stock as of immediately prior to such Series B-1 Redemption.

Pro Rata Fraction has the meaning assigned to such term in Section 3.5(c).

Examples of Pro Rata Fraction in a sentence

• Such right of oversubscription may be exercised by a Holder by accepting the Offer as to more than its Pro Rata Fraction.

• The amount of Offered Shares that each Holder is entitled to purchase under this Section 3.5(c) shall be referred to as its "Pro Rata Fraction." The Holders shall have a right of oversubscription such that if any Holder fails to accept the Offer as to its Pro Rata Fraction, the other Holders shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased.

• Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to a Holder's right to purchase more than its Pro Rata Fraction) and on the terms of the Offer.

• In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee.

• Such right of oversubscription may be exercised by a Stockholder by accepting the Offer as to more than its or his Pro Rata Fraction.

More Definitions of Pro Rata Fraction

Pro Rata Fraction means a fraction, the numerator of which is the number of full months from the Grant Date through the date of (A) a Change in Control or (B) a Qualified Termination, as applicable, and the denominator of which is thirty six (36).

Pro Rata Fraction means a fraction, the numerator of which is the number of days in the calendar year through Executive’s Termination Date and the denominator of which is 365.

Pro Rata Fraction means a fraction, the numerator of which is the number of days from the Grant Date to the date of Separation from Service and the denominator of which is the number of days from the Grant Date through [date x].

Pro Rata Fraction means a fraction, the numerator of which is the number of days from the Grant Date of the Restricted Stock Units through the date of Involuntary Termination without Cause, and the denominator or which is the number of days from the Grant Date of the Restricted Stock Units through the last vesting date set forth under “Vesting Schedule” in the Notice.

Pro Rata Fraction shall have the meaning set forth in Section 3.4(b).

Pro Rata Fraction has the meaning set forth in Section 5.02(d)(iii).

Pro Rata Fraction means a fraction, the numerator of which equals the number of calendar months in the first Fiscal Year that the Optionee is employed with (in the case of a new employee), or is employed in the promoted position giving rise to the Option grant by (in the event of a promoted employee), the Company or any Service Recipient and the denominator of which is equal to 12; provided, that an Optionee shall only be deemed to have been employed in any given calendar month if the Optionee commences initial employment (in the event of a new employee) or commences employment into the promoted position (in the event of a promoted employee) with the Company or any Service Recipient on or before the fifteenth (15th) day of any calendar month occurring in the first Fiscal Year. In the event an Optionee commences employment (whether initial or promoted) with the Company or any Service Recipient after the fifteenth day of any given calendar month, then the numerator of the foregoing fraction shall only include those calendar months immediately following the calendar month in which the Optionee commences such employment (whether initial or promoted).