Pro Rata Share

Example Definitions of "Pro Rata Share"
Pro Rata Share. Means the percentage determined by dividing (A) the number of shares of Common Stock (including all shares of Common Stock issuable or issued upon exercise of Pre-Funded Warrants and upon conversion or exercise of any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock) collectively owned beneficially by such Investors immediately prior to the proposed offering by (B) the total number of shares of outstanding Common Stock (including all... shares of Common Stock issued or issuable upon exercise of Pre-Funded Warrants and upon conversion or exercise of any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock and all shares reserved for future issuance pursuant to any equity incentive or similar plan) immediately prior to the proposed offering. View More Arrow
Found in Aravive, Inc. contract
Pro Rata Share. Means the greater of (i) 10% and (ii) the percentage determined by dividing (A) the number of shares of Common Stock (including all shares of Common Stock issuable or issued upon exercise conversion of Pre-Funded Warrants the shares of the Preferred Stock and upon conversion or exercise of any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock) collectively owned beneficially by such Investors immediately prior to the proposed offering Offering by (B) the total number of shares of outstanding Common Stock (including all shares of Common Stock issued or issuable upon exercise conversion of Pre-Funded Warrants and upon conversion or exercise all outstanding shares of Preferred Stock, any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock and all shares reserved for future issuance pursuant to any equity incentive or similar plan) immediately prior to the proposed offering. Offering, in each case, excluding shares issuable to the underwriter(s) of the Offering upon exercise of an overallotment option to purchase additional shares. View More Arrow
Found in SERA PROGNOSTICS, INC. contract
Pro Rata Share. Means With respect to any Investor means the percentage determined by dividing (A) the number of shares of Common Stock (including all shares of Common Stock issuable or issued upon exercise of the Pre-Funded Warrants and upon conversion or exercise of any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock) collectively owned beneficially by such Investors Investor immediately prior to following the proposed offering Closing by (B) the... total number of shares of outstanding Common Stock (including all shares of Common Stock issued or issuable upon exercise of the Pre-Funded Warrants and upon conversion or exercise of any other outstanding securities of the Company convertible or exercisable in exchange for shares of Common Stock Stock) and all shares reserved for future issuance pursuant to any equity incentive or similar plan) immediately prior to following the proposed offering. Closing. View More Arrow
Found in vTv Therapeutics Inc. contract
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Pro Rata Share. By deleting clause (d) of such definition in its entirety and replacing it with the following: "(d) with respect to a Tranche D Lender's obligation to make the Tranche D Loan and receive payments of interest, fees, and principal with respect thereto, the fraction (expressed as a percentage) the numerator of which is such Tranche D Lender's Tranche D Commitment and the denominator of which is the aggregate amount of all of the Tranche D Commitments of the Tranche D Lenders, as adjusted from... time to time in accordance with the provisions hereof; provided, that, if the Tranche D Commitments have been terminated, the numerator shall be the unpaid amount of the Tranche D Loan owing to such Tranche D Lender and the denominator shall be the aggregate unpaid amount of the Tranche D Loan; and (e) with respect to all other matters (including, without limitation, Special Agent Advances and the indemnification obligations arising under Section 11.5 hereof), at any time as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender's Commitment (provided, that, if the 5 Commitments have been terminated, the numerator shall be the unpaid amount of such Lender's Loans and its interest in Special Agent Advances and Letter of Credit Accommodations) and the denominator of which shall be the amount equal to the Commitments, as adjusted from time to time in accordance with the provisions hereof (provided, that, if the Commitments have been terminated, the denominator shall be the aggregate amount of all unpaid Loans, Special Agent Advances and Letter of Credit Accommodations)." View More Arrow
Found in Wise Metals Group LLC contract
Pro Rata Share. By deleting clause (d) of such definition in its entirety and replacing it with the following: "(d) 1.101 ‘Pro Rata Share' shall mean: (a) with respect to a Tranche D A Lender's obligation to make Tranche A Loans and to acquire interests in Letter of Credit Accommodations and receive payments of interest, fees, and principal with respect thereto and for purposes of the determination of Required Tranche A Lenders, the fraction (expressed as a percentage) the numerator of which is such Tranche A... Lender's Tranche A Commitment and the denominator of which is the aggregate amount of all of the Tranche D Loan A Commitments of the Tranche A Lenders, as adjusted from 7 time to time in accordance with the provisions hereof; provided, that, if the Tranche A Commitments have been terminated, the numerator shall be the unpaid amount of such Tranche A Lender's Tranche A Loans and its interest in Letter of Credit Accommodations and the denominator shall be the aggregate amount of all unpaid Tranche A Loans and Letter of Credit Accommodations; (b) with respect to a Tranche B Lender's obligation to make Tranche B Loans and receive payments of interest, fees, and principal with respect thereto, the fraction (expressed as a percentage) the numerator of which is such Tranche D B Lender's Tranche D B Commitment and the denominator of which is the aggregate amount of all of the Tranche D B Commitments of the Tranche D B Lenders, as adjusted from time to time in accordance with the provisions hereof; provided, that, if the Tranche D B Commitments have been terminated, the numerator shall be the unpaid amount of the Tranche D Loan owing to such Tranche D Lender B Lender's Tranche B Loans and the denominator shall be the aggregate unpaid amount of the all unpaid Tranche D Loan; and (e) B Loans; (c) with respect to all other matters (including, without limitation, Special Agent Advances and the indemnification obligations arising under Section 11.5 hereof), at any time as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender's Commitment (provided, that, if the 5 Commitments have been terminated, the numerator shall be the unpaid amount of such Lender's Loans and its interest in Special Agent Advances and Letter of Credit Accommodations) and the denominator of which shall be the amount equal to the Commitments, as adjusted from time to time in accordance with the provisions hereof (provided, that, if the Commitments have been terminated, the denominator shall be the aggregate amount of all unpaid Loans, Special Agent Advances and Letter of Credit Accommodations)." Accommodations). View More Arrow
Found in Wise Metals Group LLC contract
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Pro Rata Share. Of any Purchaser means the ratio of (a) the number of shares of Common Stock beneficially owned by such Purchaser plus the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock beneficially owned by such Purchaser immediately prior to the issuance of any Equity Securities to (b) the total number of shares of the Company's Common Stock outstanding on a Fully Diluted Basis, immediately prior to the issuance of such Equity Securities.
Found in PRINCETON REVIEW INC contract
Pro Rata Share. Of any Purchaser means shall mean the ratio of (i) the sum of, without duplication, (a) the number of shares of Common Stock beneficially owned by such Purchaser plus (b) the number of shares of Common Stock issuable upon conversion of the Series C D Preferred Stock beneficially owned by such Purchaser plus (c) the number of shares of Common Stock into which the Series E Preferred Stock beneficially owned by such Purchaser is then deemed to be convertible pursuant to the Series E Certificate of... Designation, in each case, immediately prior to the issuance of any Equity Securities Securities, to (b) (ii) the sum of (a) the total number of shares of the Company's Common Stock outstanding on a Fully Diluted Basis, Basis plus (b) the number of shares of Common Stock into which the Series E Preferred Stock beneficially owned by all of the Purchasers is then deemed to be convertible pursuant to the Series E Certificate of Designation, in each case, immediately prior to the issuance of such Equity Securities. View More Arrow
Found in PRINCETON REVIEW INC contract
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Pro Rata Share. Shall be equal to a fraction, with each MEMBER'S annual production of Product (on a sugar equivalent basis) included in the Primary Pool as the numerator and total annual pool production of Product (on a sugar equivalent basis) for all MEMBERS included in the Primary Pool as the denominator.
Found in AMERICAN CRYSTAL SUGAR CO contract
Pro Rata Share. Shall be equal to a fraction, with each MEMBER'S PROCESSOR's estimated annual production of Product (on a sugar equivalent basis) included in the Primary Pool as the numerator and total estimated annual pool production of Product (on a sugar equivalent basis) for all MEMBERS PROCESSOR and the Members included in the Primary Pool as the denominator.
Found in AMERICAN CRYSTAL SUGAR CO contract
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Pro Rata Share. Means with respect to the Existing 2027 Notes, a fraction (expressed as a percentage), the numerator of which is the principal amount of Existing 2027 Notes held by the applicable SteerCo Member and the denominator of which is the aggregate principal amount of all Existing 2027 Notes held by all SteerCo Members.
Found in BEYOND MEAT, INC. contract
Pro Rata Share. As to each Credit Agreement Guarantor, that portion of the principal amount of the Obligations which are guaranteed by such Credit Agreement Guarantor pursuant to a Credit Agreement Guaranty as compared to the principal amount of the Obligations which are guaranteed by all Credit Agreement Guarantors pursuant to all Credit Agreement Guarantees.
Found in DSL NET INC contract
Pro Rata Share. (a) for Bank of America means the quotient, expressed in terms of a percentage, obtained by dividing the Bank of America Debt outstanding on the date of calculation by the Obligations outstanding on the date of calculation, and (b) for Chase means the quotient, expressed in terms of a percentage, obtained by dividing the Chase Debt outstanding on the date of calculation by the Obligations outstanding on the date of calculation (in all instances, the date of calculation of the Bank of ... 2 3 America Debt and/or the Chase Debt, as the case may be, and the Obligations shall be the same date); provided however, if: (a) with respect to Bank of America, if at any time of determination, the sum of (i) the outstanding principal amount of the loans owed to Bank of America by Borrower plus (ii) the aggregate amount of all unreimbursed drawings under letters of credit issued by Bank of America for the account of Borrower plus (iii) the aggregate notional amount of all Hedging Arrangements plus (iv) the aggregate face amount of all outstanding letters of credit issued by Bank of America for the account of Borrower (the sum of the foregoing the "BofA Principal and Letters of Credit") is in excess of $6,700,000 at the time of determination of Pro Rata Share then the BofA Principal and Letters of Credit in excess of $6,700,000 and any interest or fees accrued thereon or in respect thereof (the "BofA Excess") shall not be included in the Bank of America Debt or the Obligations for purposes of determining Pro Rata Share until all Obligations owed to Chase have been paid in full; and (b) with respect to Chase, if at any time of determination, the sum of (i) the outstanding principal amount of the loans owed to Chase by Borrower plus (ii) the aggregate amount of all unreimbursed drawings under letters of credit issued by Chase for the account of Borrower plus (iii) the aggregate notional amount of all Hedging Arrangements plus (iv) the aggregate face amount of all outstanding letters of credit issued by Chase for the account of Borrower (the sum of the foregoing the "Chase Principal and Letters of Credit") is in excess of $5,500,000 at the time of determination of Pro Rata Share then the Chase Principal and Letters of Credit in excess of $5,500,000 and any interest or fees accrued thereon or in respect thereof (the "Chase Excess") shall not be included in the Chase Debt or the Obligations for purposes of determining Pro Rata Share until all Obligations owed to Bank of America have been paid in full. Each Bank represents and warrants to the other that as of the date of this Agreement: (i) the outstanding principal amount of the loans owed to it by Borrower, (ii) the aggregate amount of all unreimbursed drawings under letters of credit issued by it for the account of the Borrower, (iii) the aggregate notional amount of all Hedging Arrangements entered into with the Borrower, and (iv) the aggregate face amount of all outstanding letters of credit issued by it for the account of the Borrower are all set forth on Schedule 1 attached hereto. View More Arrow
Found in PEERLESS MANUFACTURING CO contract
Pro Rata Share. With respect to any Shareholder, means the ratio of (a) the total number of Shares held by that Shareholder and, with respect to any Founder, the total number of Shares purchased by such Founder at a price no less than the last price at which the Shares were sold to Institutional Shareholders to (b) the total number of outstanding Shares and Share Equivalents on the date of determination. For these purposes, "Share Equivalents" means, as of any time of ... determination, the aggregate of (x) the number of Shares which would be issued if all outstanding warrants, rights, options, convertible securities or other securities exercisable or exchangeable for Shares had been converted, exercised or exchanged immediately prior to such determination and (y) the number of other outstanding equity and other securities of the Company which carry, with or without conditions, voting rights or rights in liquidation ranking pari pasu with those of the Shares, as adjusted by the Board of Directors in their reasonable discretion so as to be numerically equivalent, on a per- share or per- security basis, to reflect the same voting and other rights of the Shares. View More Arrow
Found in AVANT CORP contract
Pro Rata Share. Shall mean the ratio that (i) the sum of the total number of shares of Common Stock which are then held by an Investor, or NBC and those which such Investor or NBC has the right to obtain pursuant to exercise or conversion of any vested option, vested warrant, vested right or convertible security (including the Preferred Stock) bears to (ii) the sum of the total number of shares of Common Stock then outstanding and which are issuable pursuant to exercise or conversion of any then outstanding... vested options, vested warrants, vested rights or convertible securities (including the Preferred Stock). View More Arrow
Found in DIGITALCONVERGENCE COM INC contract
Pro Rata Share. Shall have the meaning set forth in Paragraph 17(b)(i).
Found in PHOTOELECTRON CORP contract
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