Calculation of Pro Rata Allotment. Each Investor's "Pro Rata Allotment" of such securities shall be based on the ratio which the number of Shares owned by such Investor bears to all of the issued and outstanding Shares as of the date of such written offer. If one or more Investors do not elect to purchase their respective Pro Rata Allotment, each of the electing Investors may purchase such shares on a pro rata basis, based upon the relative holdings of Shares of each of the electing Investors in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Applicable Investor’s “Pro Rata Allotment” of such securities shall be based on the ratio which the number of shares of Common Stock owned by such Applicable Investor on a fully-diluted basis bears to all of the issued and outstanding Common Stock owned by all Stockholders on a fully-diluted basis as of the date of such written offer. If one or more Applicable Investors do not elect to purchase their respective Pro Rata Allotment, the Company shall allocate such additional shares to third party purchasers or to each of the electing Applicable Investors on a pro rata basis based upon the relative holdings of shares of each of the electing Applicable Investors in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Offeree’s “Pro Rata Allotment” of such securities shall be based on the ratio which the number of Registrable Securities owned by such Offeree bears to all of the issued and outstanding shares of Common Stock (assuming the conversion of the Preferred Stock) as of the date of such written offer. If one or more Offerees do not elect to purchase their respective Pro Rata Allotment, each of the electing Offerees may purchase such shares on a pro rata basis, based upon the relative holdings of Registrable Securities of each of the electing Offerees in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Preferred Stockholder’s “Pro Rata Allotment” of such securities shall be based on the ratio which the number of Shares owned by such Preferred Stockholder (which for these purposes shall include only (i) Preferred Stock and/or the Shares issuable in connection therewith, whether on conversion exchange or otherwise and (ii) any Shares acquired pursuant to this Section 4) bears to all of the issued and outstanding Shares as of the date of such written offer. If one or more Preferred Stockholders do not elect to purchase their full respective Pro Rata Allotment, each of the electing Preferred Stockholders may purchase such remaining shares on a pro rata basis, based upon the relative holdings of Shares of each of the electing Preferred Stockholders in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Eligible Stockholder's "Pro Rata Allotment" of such securities shall be based on the ratio which the number of Shares owned by such Eligible Stockholder bears to all of the issued and outstanding Shares as of the date of such written offer. If one or more Eligible Stockholders do not elect to purchase their respective Pro Rata Allotment, each of the electing Eligible Stockholders may purchase such Shares of such Eligible Stockholders' allotments taking into account the maximum amount each is wishing to purchase on a pro rata basis, based upon the relative holdings of Shares of each of the electing Eligible Stockholders in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Eligible Person’s “Pro Rata Allotment” of such securities shall be based on the ratio that the number of Shares owned by such Eligible Person bears to all of the issued and outstanding Shares as of the date of such written offer. If one or more Eligible Persons elects not to purchase their respective Pro Rata Allotment, each of the electing Eligible Persons may purchase such securities of each such non-electing Eligible Person’s allotments (taking into account the maximum amount each is wishing to purchase) on a pro rata basis, based upon the relative holdings of Shares of each of the electing Eligible Persons in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Applicable Holder’s “Pro Rata Allotment” of such securities shall be based on the ratio which the number of Shares held by such Applicable Holder bears to all of the issued and outstanding Shares of the Company calculated on a fully-diluted basis (as if exercised and as if converted and taking into account any adjustment to the Preferred Stock contemplated by Article IV, Sections A.6 and/or A.7 of the Charter) as of the date of such written offer. If one or more Applicable Holders do not elect to purchase their respective Pro Rata Allotment, each of the electing Applicable Holders may purchase such shares on a pro rata basis, based upon the relative holdings of Shares of each of the electing Applicable Holders in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Eligible Person's "PRO RATA ALLOTMENT" of such securities shall be the proportion of such securities offered that is necessary to maintain such Eligible Person's existing percentage of ownership in New Holdings, as of the date of such offer, on a fully diluted common stock equivalent basis. If one or more Eligible Persons do not elect to purchase their respective Pro Rata Allotment, each of the electing Eligible Persons may purchase such shares of each such non-electing Eligible Person's allotments (taking into account the maximum amount each is wishing to purchase) on a pro rata basis, based upon the relative holdings of Shares of each of the electing Eligible Persons in the case of over-subscription.
Calculation of Pro Rata Allotment. Each Investor's "Pro Rata Allotment" of such securities shall be determined by dividing (i) the number of shares of Common Stock (on a Fully Diluted Basis) owned by such Investor by (ii) the aggregate number of shares of Common Stock issued and outstanding at the date of determination on a Fully Diluted Basis, as of the date of such written offer. If one or more Investors do not elect to purchase their respective Pro Rata Allotment, each of the electing Investors may purchase such securities on a pro rata basis, based upon the relative holdings of securities of each of the electing Investors in the case of over subscription.
Calculation of Pro Rata Allotment. Each Shareholder’s “Pro Rata Allotment” of such securities shall be based on the ratio which the number of Shares owned by such Shareholder bears to all of the issued and outstanding Shares owned by all Shareholders as of the date of such written offer. For the purposes of this Section 2.3 only, the term Shares shall mean the Preferred Stock only held by a Shareholder and any shares of Common Stock held by the TA Investors and Rho Investors (but excluding any Shares acquired by the Principal Shareholders pursuant to the Equity Incentive Plans). If one or more Shareholders do not elect to purchase their respective Pro Rata Allotment, each of the electing Shareholders may purchase such shares on a pro rata basis, based upon the relative holdings of Shares of each of the electing Shareholders in the case of over-subscription.
