Pro Rata ROFR Share definition

Pro Rata ROFR Share has the meaning ascribed to such term in Section 6.2(b).

Pro Rata ROFR Share has the meaning ascribed to it in Section 6.2(b).

Pro Rata ROFR Share of a specified quantity of Transfer Shares shall mean that number of Transfer Shares which equals the specified quantity of Transfer Shares proposed to be transferred by the Transferor, multiplied by a fraction equal to (i) the number of Shares then held by such Eligible Holder (on an as converted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Shares (on an as converted basis and including Ordinary Shares issued upon conversion thereof) then held by all Eligible Holders.

Examples of Pro Rata ROFR Share in a sentence

• The customer’s optical network terminal could benefit from another 20% to 50 % reduction thanks to an improved design.

• Each Transferor hereby grants to each Eligible Holder (including its successors and permitted assignees) a right of first refusal (the “Right of First Refusal”) to purchase up to such Eligible Holder’s Pro Rata ROFR Share of the Transfer Shares.

• Each Exercising Investor shall have an additional right to purchase all or any part of its Pro Rata ROFR Share of the balance of any such remaining unsubscribed Key Shareholder Transfer Shares on the terms and conditions set forth in the Key Shareholder Transfer Notice.

• Should any Eligible Holder fail to purchase its full Pro Rata ROFR Share of the Remaining Shares within the Option Period, then, within five (5) calendar days after the expiration thereof, the Transferor shall send a written notice (the “Re-allotment Notice”) to each Eligible Holder who has fully exercised its Right of First Refusal in accordance with Section 6.2(c) above (each an “Exercising Eligible Holder”).

• Each Transferor hereby unconditionally and irrevocably grants to the ROFR Eligible Holders a right of first refusal to purchase up to its Pro Rata ROFR Share of the Transfer Shares on the same terms and conditions as set forth in the First Proposed Transfer Notice.

More Definitions of Pro Rata ROFR Share

Pro Rata ROFR Share means that number equals to the number of Transfer Shares, multiplied by (i) the number of Ordinary Shares then held by such Eligible Holder (on an as-if-converted fully-diluted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Ordinary Shares (on an as-if-converted fully-diluted basis and including Ordinary Shares issued upon conversion thereof) then held by all Eligible Holders.

Pro Rata ROFR Share has the meaning set forth in Article 10.1(c).

Pro Rata ROFR Share shall have the meaning set forth in Section 5.1(c).

Pro Rata ROFR Share means, as to each ROFR Eligible Investor’s Right of First Refusal, the percentage determined by dividing (i) the number of Series A Shares and Series B-1 Shares held by the ROFR Eligible Investor on an as-converted basis on the date of the Transfer Notice (as defined in Section 2(b)), by (ii) the total number of Shares held by all Participating Investors exercising their Right of First Refusal as of such date.

Pro Rata ROFR Share means that number equals to the number of Transfer Shares, multiplied by (i) the number of Ordinary Shares then held by such Eligible Holder (on an as-converted but otherwise non-diluted basis; for Starquest, the number of Ordinary Shares then held by Starquest shall include the number of Equity Securities then held by Starquest and Starquest’s Related Fund collectively) at the time of the Transfer Notice, divided by (ii) the total number of Ordinary Shares (on an as-converted but otherwise non-diluted basis) then held by all Eligible Holders at the time of the Transfer Notice.

Pro Rata ROFR Share is equal to the product obtained by multiplying the aggregate number of the Offered Preferred Shares by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by such Preferred ROFR Holder on the date of the Preferred Transfer Notice and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all Preferred ROFR Holders at such time. A Preferred ROFR Holder shall not have a right to purchase any of the Offered Preferred Shares unless it exercises its right of first refusal within the Preferred Offering Period.

Pro Rata ROFR Share has the meaning ascribed to it in Section 4.9(b) of this Agreement.