Pro Rata Portion

Pro Rata Portion. Means as to Purchaser, with respect to Offered Shares that are subject to a proposed Transfer under Section 8.1, a number of Eligible Shares equal to the product of (i) the number of Offered Shares multiplied by (ii) a fraction, the numerator of which is the number of Eligible Shares held by Purchaser as of the date of the Tag Along Notice, and the denominator of which is the sum of (A) the aggregate number of Shares held by the Prospective Selling Investor and all other Persons who have... tag-along rights with respect to such Transfer as of the date of the Tag Along Notice (including for the sake of clarity, Purchaser and all "Tag Along Holders," as such term is defined in the Stockholders Agreement) plus (B) in the case of a proposed Transfer with respect to which a Requisite Capital IV Majority has granted tag-along rights to any other Person or Persons in addition to Purchaser, the aggregate number of shares of Common Shares and other equity securities of the Company that are eligible for inclusion in such proposed Transfer according to the terms of such grant and that are held by such other Person or Persons as of the date of the Tag Along Notice View More

Pro Rata Portion. A portion of a specified number of PRSUs potentially earnable in a given Performance Cycle determined by multiplying such number of PRSUs by a fraction the numerator of which is the number of calendar days from the beginning of the Performance Cycle until a specified Proration Date and the denominator of which is the number of calendar days in the Performance Cycle.

Pro Rata Portion. The portion of any Award determined by the equation: (P) equals (X) times (Y) divided by (Z) where (P) equals the Pro Rata Portion; (X) equals the amount of the applicable Award; (Y) equals the number of days the Employee was employed beginning (and including) April 30, 2009, through the date of termination of the Employee's employment; and (Z) equals 730. For illustration purposes only, if (1) an Award were $10,000 and (2) the Employee's employment were involuntarily terminated without Cause... on June 30, 2010 (545 days after January 1, 2009), the Pro Rata Portion of such Award would be approximately $7,466 ($10,000 x 545 ÷ 730 = $7,466). View More

Pro Rata Portion. For the purposes of Section 9 hereof, with respect to the Transferring Holder or any Tag-Along Participant, with respect to any proposed Transfer, on the applicable Transfer date, the number of Equity Securities equal to the product of: (i) the total number of Equity Securities to be Transferred to the proposed Transferee and (ii) the fraction determined by dividing (A) the total number of Equity Securities owned by such Transferring Holder or Tag-Along Participant (as applicable) as of such... date plus the number of Equity Securities owned by all Affiliate Tag-Along Assignors of such Person by (B) the total number of Equity Securities owned by the Transferring Holder and all Tag-Along Participants and their respective Affiliate Tag-Along Assignors as of such date View More

Pro Rata Portion. Means, with respect to a Holder, the number of shares of Series C Preferred Stock held by such Holder divided by the number of shares of Series C Preferred Stock held by all of the Holders.

Pro Rata Portion. Means, with respect to any Holder at any time, a percentage determined by dividing (i) the number of Shares of Common Stock held by such Holder on an As-Converted Basis by (ii) the number of shares of Common Stock held by all Holders (other than the Offering Stockholder if the Pro Rata Portion is being determined in connection with an Offer) on an As-Converted Basis

Pro Rata Portion. Shall mean for purposes of Section 3.3, with respect to each holder of Registrable Securities or Parity Shares requesting that such shares be registered in such registration statement, a number of such shares equal to the aggregate number of shares of Common Stock to be registered in such registration (excluding any shares to be registered for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities and Parity Shares held by... such holder, and the denominator of which is the aggregate number of Registrable Securities and Parity Shares held by all holders requesting that their Registrable Securities or Parity Shares be registered in such registration. View More

Pro Rata Portion. Means: (a) for purposes of Section 4 (with respect to rights of first offer), a number of Shares determined by multiplying (i) the total number of Shares subject to the right of first offer by (ii) a fraction, the numerator of which is the total number of Indirectly Held Biomet Shares of such Sponsor and its Affiliates in the aggregate, and the denominator of which is the total number of Indirectly Held Biomet Shares of the Sponsors who have elected to participate in the right of first offer... sale and their respective Affiliates in the aggregate; (b) for purposes of Section 5 (with respect to tag-along rights), a number of Shares determined by multiplying (i) the total number of Shares held by such Stockholder by (ii) a fraction, the numerator of which is the total number of Indirectly Held Biomet Shares proposed to be Transferred by the Transferring Holder(s), and the denominator of which is the total number of Indirectly Held Biomet Shares of the Transferring Holder(s) in the aggregate; and (c) for purposes of Section 6 (with respect to drag-along rights), a number of Shares determined by multiplying (i) the total number of Shares held by such Stockholder by (ii) a fraction, the numerator of which is the total number of Indirectly Held Biomet Shares proposed to be Transferred in such Drag-Along Transfer, and the denominator of which is the total number of Indirectly Held Biomet Shares of the Persons participating in such Drag-Along Transfer in the aggregate. View More

Pro Rata Portion. Subject to adjustments in Section 4.4.3, with respect to each Tag Along Seller and by class, a number of Shares equal to the aggregate number of Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Shares held by such Tag Along Seller and the denominator of which is the aggregate number of Shares held by all Tag Along Sellers

Pro Rata Portion. With respect to the number of shares of Common Stock to be sold by each stockholder pursuant to Subsection 6.3(b), the number of shares of Common Stock equal to the product of (x) the total number of shares of Common Stock the Proposed Transferee proposes to purchase and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then held by such stockholder and (B) the denominator of which is equal to the number of shares then held by all of the stockholders... (including, for the avoidance of doubt, the Selling Stockholder). View More