Basic Amount

Basic Amount. Means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the Purchase Agreement Common Stock then held by such Qualified Purchaser plus the aggregate number of shares of Common Stock issuable upon conversion of all Preferred Shares then held by such Qualified Purchaser, and the denominator of which is the total number of shares of Common Stock then outstanding... (giving effect to the conversion into Common Stock of all outstanding shares of convertible preferred stock and the exercise of all outstanding options to purchase Common Stock). View More

Basic Amount. With respect to the University or Centene, such party's pro rata portion of the Company Equity Securities determined by multiplying the number of Company Equity Securities by a fraction, the numerator of which is the aggregate number of Company Shares then held by such party and the denominator of which is the total number of Company Shares then outstanding.

Basic Amount. Means for purposes of Section 9(a), and with respect to a particular Investor having preemptive rights under such Section, his, her or its pro rata portion of the Offered Securities, determined by multiplying the Offered Securities by the quotient obtained by dividing the aggregate number of shares of Common Stock then held by such Investor (giving effect to the conversion or exercise into Common Stock of all convertible or exercisable securities then held by such Investor) by the total number... of shares of Common Stock then outstanding (giving effect to the conversion or exercise into Common Stock of all convertible or exercisable securities then outstanding); provided that any shares of Common Stock (other than shares of common stock into which shares of Preferred Stock have converted) held by a Founder who is also a holder of Preferred Stock shall be excluded from the numerator. View More

Basic Amount. Means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of shares of Common Stock then held by such Qualified Purchaser (assuming the conversion into Common Stock of all shares of convertible preferred stock then held by such Qualified Purchaser) immediately prior to the issuance of such Offered Securities and the denominator of which is... the total number of shares of Common Stock outstanding (assuming the conversion into Common Stock of all outstanding shares of convertible preferred stock) immediately prior to the issuance of such Offered Securities. View More

Basic Amount. Means, with respect to an Offeree, its pro rata portion of Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of Conversion Shares and IVP Shares then held by such Offeree and the denominator of which is the total number of Conversion Shares and IVP Shares then held by all Offerees.

Basic Amount. Means, with respect to a Purchaser, its pro rata portion of the Offered Securities determined by dividing the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock then held by such Purchaser by the total number of shares of Common Stock then-outstanding and issuable upon conversion of the Preferred Stock then held by all of the Purchasers; provided, however, that DBED's Basic Amount shall include that additional portion of Offered Securities as if... DBED purchased its pro rata share of (i) the Series B Preferred Stock purchased by all of the Series A Purchasers pursuant to the Series B Convertible Preferred Stock Purchase Agreement dated February 10, 2003 (i.e., 244,643 shares of Series B Preferred Stock), (ii) the Series C Preferred Stock purchased by all of the Series A Purchasers and Series B Purchasers pursuant to the Series C Convertible Preferred Stock Purchase Agreement dated January 15, 2004 (i.e. 184,694 shares of Series C Preferred Stock), and (iii) the Series D Preferred Stock purchased by all of the Series A Purchasers, Series B Purchasers and Series C Purchasers pursuant to the Purchase Agreement and the Basic Amount of the other Purchasers shall be reduced on a pro rata basis; provided, further, however, that for purposes of determining the pro rata portion of Core Capital Partners, L.P. and Minotaur Funds, LLC, the shares of Common Stock issued or issuable upon conversion of the Preferred Stock then held by Core Capital Partners, L.P. and Minotaur Funds, LLC shall be aggregated and Core Capital Partners, L.P. and the Minotaur Funds, LLC (either individually or together) shall have the right to repurchase all or part of such aggregate pro rata portion. View More

Basic Amount. Means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of shares of (x) Common Stock issuable upon conversion of all Shares then held by such Qualified Purchaser plus (y) Common Stock purchased by such Qualified Purchaser pursuant to the exercise of its rights under the Amended and Restated Right of First Refusal and Co-Sale Agreement... dated of even date herewith or such other contractual right of first refusal agreement to purchase shares of Common Stock from holders of the Company's Common Stock plus (z) in the case of Affiliated Parties of MPM BioVentures IV-QP, LP an aggregate of 535,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the date of this Agreement) held as of the date of this Agreement and the denominator of which is the total number of shares of Common Stock then outstanding (giving effect to the conversion into Common Stock of all outstanding shares of convertible preferred stock and to the issuance of all shares of Common Stock reserved for issuance upon exercise of outstanding options to purchase shares of Common Stock. View More

Basic Amount. With respect to a Purchaser, its pro rata portion of the Offered Securities determined by dividing the aggregate number of shares of Common Stock then held by such Purchaser (giving effect to the conversion into Common Stock of all shares of convertible preferred stock then held by such Purchaser) by the total number of shares of Common Stock then held by all of the Purchasers (giving effect to the conversion into Common Stock of all shares of convertible preferred stock then held by all... Purchasers) View More

Basic Amount. Means, with respect to a Qualified Purchaser, its pro rata portion of the Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of shares of Common Stock issuable upon conversion of the shares of Series C' Preferred Stock, Series D' Preferred Stock or Series E Preferred Stock then held by such Qualified Purchaser, and the denominator of which is the total number of shares of Common Stock issuable upon... conversion of the shares of Series C' Preferred Stock, Series D' Preferred Stock or Series E Preferred Stock then held by all Qualified Purchasers. View More