Pro Rata Board Representation

Pro Rata Board Representation. A number (rounded up to the next highest integer) equal to the product of (A) the total number of directors comprising the Board of Directors, and (B) a fraction, the numerator of which is the total number of votes held by the outstanding shares of Class AA Preferred Stock, and the denominator of which is the total number of votes held by the outstanding equity in the Company, including the shares of Class AA Preferred Stock