Pro Rata Portion

Pro Rata Portion. Means, for any individual, a portion of a specified number of Performance Shares relating to a given Performance Cycle determined by multiplying such number of Performance Shares by a fraction, the numerator of which is the number of calendar days in the Performance Cycle during which the individual was a Participant in the Program and the denominator of which is the number of calendar days in the Performance Cycle (subject to adjustment under Section 3(b)).

Pro Rata Portion. Shall mean: (i) for purposes of Section 4.1.4 with respect to each Tag Along Seller, a number of Equivalent Shares equal to the aggregate number of Shares of the applicable class 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 Equivalent Shares of the applicable class held by such Tag Along Seller and the denominator of which is equal to the aggregate number of Equivalent Shares of the... applicable class held by all Tag Along Sellers; and (ii) for purposes of Section 4.4.6, with respect to each First Offer Purchaser, a number of Shares equal to the aggregate number of Subject Shares of the applicable class multiplied by a fraction, the numerator of which is the aggregate number of Equivalent Shares of the applicable class held by such First Offer Purchaser and the denominator of which is the aggregate number of Equivalent Shares of the applicable class held by all First Offer Purchasers. View More

Pro Rata Portion. Means the ratio that (x) the sum of the number of shares of the Company's Common Stock held by the Investor immediately prior to the issuance of New Securities, assuming full exercise and/or conversion of all Company securities (including options, warrants, stock units and similar instruments) exercisable and/or convertible into the Company's Common Stock then held by such Investor, bears to (y) the sum of the total number of shares of the Company's Common Stock then outstanding, assuming full... exercise and/or conversion of all Company securities (including options, warrants, stock units and similar instruments) exercisable and/or convertible into the Company's Common Stock then outstanding. The terms "register", "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. View More

Pro Rata Portion. On any date on which an allocation is made by the Company, the number or amount of New Securities equal to the product of (i) the total number or amount of New Securities to be issued by the Company on the issuance date and (ii) the fraction determined by dividing (x) the number of Warrant Shares underlying the Warrant on the date on which such allocation is made by the Company by (y) the total number of shares of Common Stock (determined on an as-converted basis with respect to any Equity... Securities convertible into Common Stock) beneficially owned by the Holder and the Stockholders among whom the applicable allocation is being made on the date on which such allocation is made by the Company. View More

Pro Rata Portion. As of any given date shall mean a number of Restricted Stock Units equal to the total Award amount multiplied by a fraction, the numerator of which is the number of full months to have elapsed since the Grant Date, and the denominator of which is 36. For purposes of this calculation, (1) the 14th day of each month shall be the relevant day for determining the number of elapsed full months and (2) any number of Restricted Stock Units that includes a fractional unit shall be rounded up the next... whole number. View More

Pro Rata Portion. Means, with respect to each class of Shares, the ratio that (x) the sum of the number of Shares of such class held by a Stockholder, bears to (y) the sum of the total number of Shares of such class then outstanding. In the case of the Shares convertible into Common Stock or Company securities exercisable into the Company's Shares, the calculation of Pro Rata Portion shall be made assuming full exercise and/or conversion of all Company 3 securities exercisable and/or... convertible into the Company's Shares of such class then outstanding, including those held by such Stockholder, in all cases on a non-cashless exercise basis. View More

Pro Rata Portion. With respect to each Investor, the proportion that the Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held by such Investor, bears to the total Common Stock of the Company held by all Investors (on an as-converted to Common Stock basis).

Pro Rata Portion. Shall mean the percentage set forth in the column titled "Pro Rata Portion" opposite each such Purchaser's name on the Schedule of Purchasers.

Pro Rata Portion. Means, on any date with respect to any Person, the product of (a) a fraction, (i) the numerator of which is the number of shares of Common Stock underlying the Series A-1 Preferred Stock and/or Series B Preferred Stock proposed to be converted by such Person on such date and (ii) the denominator of which is the number of shares of Common Stock underlying the Series A-1 Preferred Stock and Series B Preferred Stock outstanding on such date, and (b) the Maximum Authorized Amount on such date.

Pro Rata Portion. Means, (i) for any stock options or shares of restricted stock that vest, in whole or in part, based upon the passage of time, that portion of such stock options or shares of restricted stock that is equal to the product of (A) the total number of stock options or shares of restricted stock, as applicable, multiplied by (B) a fraction, the numerator of which is equal to the number of months which have elapsed from and after the date of grant and the denominator of which is equal to the number... of months which would have elapsed from and after the date of grant until the date of vesting (without regard to this Agreement) and (ii) for any stock options or shares of restricted stock that vest, in whole or in part, based upon performance or other non-time based criteria, that portion, if any, of such stock options or shares of restricted stock that the Committee determines should be vested based on the progress the Company or the Executive, as applicable, has made in satisfying such criteria that were established for the vesting of such stock options or shares of restricted stock (without regard to this Agreement). The Committee will have the sole authority to determine the progress made towards satisfying any performance or other non-time based criteria, which authority shall be exercised reasonably and after giving effect to all relevant factors, including seasonality and other factors if and to the extent the Committee deems appropriate. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. View More