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 ...
ROFR Pro Rata Portion has the meaning ascribed to it in Section 4.6 (Exercise of Right of First Refusal).
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.
Examples of ROFR Pro Rata Portion in a sentence
If the applicable ROFR Rightholders do not, in the aggregate, elect to purchase all of the remaining ROFR Interests based on their respective ROFR Pro Rata Portion, each applicable ROFR Rightholder electing pursuant to purchase its entire ROFR Pro Rata Portion of remaining ROFR Interests shall have the right to purchase all or any of the remaining ROFR Interests not elected to be purchased by the other applicable ROFR Rightholders.
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).
ROFR Pro Rata Portion has the meaning ascribed to it in Article 48.
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.
ROFR Pro Rata Portion means, for any Applicable ROFR Rightholder and for any 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 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 Offered Stock owned by all of the Applicable ROFR Rightholders immediately prior to such time.
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.
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.