Pro Rata Portion definition

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Pro Rata Portion shall have the meaning ascribed to such term in Section 4.12(e).

Pro Rata Portion is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.

Examples of Pro Rata Portion in a sentence

As consideration for the Acquired Interests, the Company shall issue to each Contributor a number of shares of Common Stock (the “Acquisition Shares”) equal to (a) the Final Adjusted Purchase Price (as determined pursuant to this Article II), divided by (b) an agreed upon per share value of $20.00 (the “Acquisition Per Share Value”), multiplied by (c) such Contributor’s Pro Rata Portion.
Except for Damages under Section 9.2(a)(i), Section 9.2(a)(iii) and Section 9.2(a)(iv) (solely with respect to a Contributor’s Contributor Indemnified Taxes) or resulting from Fraud or intentional misconduct by a Contributor, Damages payable from the Indemnity Holdback Amount or otherwise from the Acquisition Total Valuation will be satisfied on the basis of each Contributor’s Pro Rata Portion.
All other Damages arising under Section 9.2(a), not otherwise satisfied by the applicable Contributor’s Pro Rata Portion of the Final Adjusted Purchase Price, shall be recoverable directly against the applicable Contributor.
Except for Damages under Section 9.2(a)(i), Section 9.2(a)(iii) and Section 9.2(a)(iv) (solely with respect to a Contributor Indemnified Taxes) or resulting from Fraud or intentional misconduct by a Contributor, Damages payable from the Indemnity Holdback Amount or otherwise from the Final Adjusted Purchase Price will be satisfied on the basis of each Contributor’s Pro Rata Portion.
Subject to the Company’s right to permanently retain all or a portion of the Adjustment Holdback Amount in satisfaction of any post-Closing purchase price adjustment in favor of payment to the Company in accordance with Section 2.4, once the Final Adjusted Purchase Price is finally determined in accordance with Section 2.4, the balance of the Adjustment Holdback Amount will be released and distributed the Contributors in accordance with such Contributor’s Pro Rata Portion.

More Definitions of Pro Rata Portion

Pro Rata Portion means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of such shares equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is the aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered or sold.

Pro Rata Portion means the ratio of (x) the principal amount of Notes purchased hereunder by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate principal amounts of Notes purchased hereunder by all Purchasers participating under this Section 4.17.

Pro Rata Portion has the meaning set forth in Section 8.6.A hereof.

Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (d) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.12.

Pro Rata Portion has the meaning set forth in Section 4.12.

Pro Rata Portion shall have the meaning ascribed to such term in Section 4.16(e).

Pro Rata Portion means, with respect to each Company Stockholder, the quotient obtained by dividing (i) the number of shares of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time by (ii) the sum of the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Excluded Shares and Dissenting Shares).