Liquidated Percentage

Liquidated Percentage. Means, on a date of determination, a percentage determined by dividing (a) the sum of (i) the number of Offered Preferred Shares not constituting Monthly Put Shares plus (ii) the number of Offered Preferred Shares that shall have been converted to Class A Common Stock in accordance with their terms by (b) the number of Offered Preferred Shares assigned by Buyer to Seller at the Closing pursuant to this Agreement, in each case as calculated on such date.