Pro Rata Portion

Pro Rata Portion. For each Shareholder, a fraction, the numerator of which is (i) the total number of voting shares of Company Share Capital held by such Shareholder on the date of determination (based on their voting rights for the election of directors of the Company), and the denominator of which is (ii) the total number of voting shares of Company Share Capital of the Company held by all of the s Shareholders on the date of determination (based on their voting rights for the election of directors of the... Company), in each case (i) and (ii), not including any Company Share Capital which is subject to an Offer, if applicable View More

Pro Rata Portion. Means, as to an Investor, that portion which equals the proportion that (a) the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Investor) bears to (b) the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other... Derivative Securities). View More

Pro Rata Portion. With respect to the Subject Securities to be issued pursuant to an Allocated Public Offering or a Triggering Event, as applicable, a number of such Subject Securities equal to the product of the total number of such Subject Securities multiplied by a fraction, (x) the numerator of which shall be the Warrant Share Number in effect immediately prior to such Allocated Public Offering or Triggering Event (without regard to any limitations on exercise herein or elsewhere and without regard to... whether a sufficient number of shares of Common Stock are authorized and reserved to effect any such exercise and issuance), and (y) the denominator of which shall be the total number of shares of Common Stock outstanding on a fully-diluted basis on the date of the Issuance Notice pertaining to such Allocated Public Offering or Triggering Event. View More