ROFR Pro Rata Portion definition

ROFR Pro Rata Portion means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to notify the Transferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, or, if any Non-Transferring Shareholder notifies the Transferring Shareholder that such Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in each case within the ROFR First Response Period, then the Transferring Shareholder shall, as soon as possible but in any event within two (2) days after the expiration of the ROFR First Response Period, give a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice may be made by telephone if confirmed in writing within two (2) days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “ROFR Second Response Period”), to buy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by each Fully-Exercising ROFR shall be reduced, to the extent necessary, to such number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) divided ...
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ROFR Pro Rata Portion means, for any Applicable ROFR Rightholder and for any particular class or series of Offered Stock as of any particular time, a fraction determined by dividing (a) the number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by such Applicable ROFR Rightholder immediately prior to such time by (b) the aggregate number of Shares (or applicable Stock Equivalents) on a Fully Diluted Basis of the applicable class or series of Offered Stock owned by all of the Applicable ROFR Rightholders immediately prior to such time.
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ROFR Pro Rata Portion has the meaning ascribed to it in Section 4.6 (Exercise of Right of First Refusal).
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Examples of ROFR Pro Rata Portion in a sentence

  • In the event that the Company declines to exercise in full its right of first refusal set forth in Section 2.2(a) above, each Non-Selling Investor shall then have the option, exercisable within fifteen (15) calendar days after delivery of the Company Notice upon written notice to such Selling Stockholder and the other Non-Selling Investors (the “Election Notice”), to purchase its ROFR Pro Rata Portion of the Shares or Registrable Securities, as applicable, not purchased by the Company.


More Definitions of ROFR Pro Rata Portion

ROFR Pro Rata Portion is defined in Section 10.07(c).
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ROFR Pro Rata Portion means the ratio that (x) the sum of the number of shares of Common Stock then held by an Investor bears to (y) the sum of the total number of shares of Common Stock then held by all Investors. For purposes of determining an Investor’s ROFR Pro Rata Portion hereunder, such Investor shall be deemed to hold, in addition to the actual shares of Common Stock then held by such Investor, a number of shares of Common Stock equal to the number of shares of Common Stock issued or issuable upon conversion of other outstanding Company securities, the conversion of which may be made with or without payment of consideration.
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ROFR Pro Rata Portion has the meaning ascribed to it in Article 48.
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ROFR Pro Rata Portion means, for purposes of Section 10.03 and with respect to an Applicable ROFR Rightholder, on any date of a proposed Transfer by an Offering Member, a fraction determined by dividing (i) the number of Class A Units on a Fully Diluted Basis owned by such Applicable ROFR Rightholder immediately prior to such Transfer by (ii) the total number of Class A Units on a Fully Diluted Basis held by all of the ROFR Rightholders on such date immediately prior to such Transfer.
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ROFR Pro Rata Portion means with respect to any ROFR Offeree, the fraction that results from dividing (i) the number of shares of outstanding Common Stock beneficially owned by such ROFR Offeree divided by (ii) the number of shares of outstanding Common Stock beneficially owned by all ROFR Offerees.
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ROFR Pro Rata Portion means, for any Applicable ROFR Rightholder, a fraction determined by dividing (a) the number of shares of Capital Stock owned by such Applicable ROFR Rightholder immediately prior to such time by (b) the aggregate number of shares of Capital Stock owned by all of the Applicable ROFR Rightholders immediately prior to such time.
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Related to ROFR Pro Rata Portion

  • 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.

  • 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).

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Pro-rata Annual Bonus means the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

  • 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 Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • 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.

  • Proportionate Percentage means the percentage that expresses the ratio of (x) the number of issued and outstanding shares of capital stock of the Company (on an as converted basis) then owned of record by such stockholder over (y) the aggregate number of outstanding shares of capital stock of the Company (on an as converted basis).

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.

  • Pro Rata and Pari Passu Basis means with respect to the Notes and the Note Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.

  • Ratable Portion means, with respect to any Note, an amount equal to the product of (a) the amount equal to the net proceeds being so applied to the prepayment of Senior Indebtedness in accordance with Section 10.3(b), multiplied by (b) a fraction, the numerator of which is the outstanding principal amount of such Note, and the denominator of which is the aggregate principal amount of Senior Indebtedness of the Company and its Subsidiaries being prepaid pursuant to Section 10.3(b).

  • Applicable Par Call Date means, (i) with respect to the 2031 Notes, September 15, 2031 (three months prior to the stated maturity date of such 2031 Notes) and (ii) with respect to the 2051 Notes, June 15, 2051 (six months prior to the stated maturity date of such 2051 Notes).

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

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:

  • Optional Purchase Percentage means 5%.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Pro Rata Percentage of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

  • Pro Rata shall have the meaning given in subsection 2.1.4.

  • Vesting Percentage means the percentage by which the Target Total Award is multiplied as set forth in the chart in Section II below.

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • VWAP Purchase Share Percentage means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.