Calculation Ratio

Calculation Ratio. Means, with respect to each Holder, a fraction where: (x) the numerator equals the sum of (i) the number of Shares and issued Warrant Shares held by such Holder which, at the time of determination, cannot be sold under Rule 144(k) and (ii) the aggregate number of Warrant Shares issuable upon exercise in full of the Warrant held by such Holder and (y) the denominator equals the sum of: (i) the aggregate number of Shares sold to the Original Purchaser thereof pursuant to the Purchase Agreement... and (ii) the aggregate number of Warrant Shares issuable on the Closing Date upon exercise in full of the Warrant purchased by the Original Purchaser pursuant to the Purchase Agreement. In the event a Holder holds Shares, Warrants or Warrant Shares deriving from more than one Original Purchaser, the Calculation Ratio and the liquidated damages awardable pursuant to Section 2(b) shall be calculated and awarded separately with respect to those Shares, Warrants and Warrant Shares deriving from each Original Purchaser View More