Common use of Pro Rata Exercise Requirement Clause in Contracts

Pro Rata Exercise Requirement. If the Company elects to cause an Optional Exercise pursuant to this Section 3(h), then it must simultaneously take the same action with respect to the other outstanding Series B Warrants. If the Company elects to cause an Optional Exercise pursuant to Section 3(h) (or similar provisions under the outstanding Series B Warrants) with respect to less than all of the Warrant Shares underlying the Series B Warrants then outstanding, then the Company shall require exercise of the Warrant Shares from each of the holders of the outstanding Series B Warrants equal to the product of (i) the aggregate number of Warrant Shares which the Company has elected to cause to be exercised pursuant to Section 3(h), multiplied by (ii) a fraction, the numerator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to such holder pursuant to the Securities Purchase Agreement and the denominator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to all holders pursuant to the Securities Purchase Agreement (such fraction with respect to each holder is referred to as its "Exercise Allocation Percentage", and such amount with respect to each holder is referred to as its "Pro Rata Exercise Amount"). Notwithstanding the foregoing, in the event the Company sends an Optional Exercise Notice and the Holder already exercised any portion of its Warrant prior to the Optional Exercise Date (such exercised portion with respect to each Holder is referred to as its “Exercised Portion”), such Exercise Portion shall be applied against such Holder’s Pro Rata Exercise Amount and the Holder will only be required to exercise the difference, if any, between such Holder’s Pro Rata Exercise Amount and such Holder’s Exercised Portion. In the event that the initial holder of any Series B Warrants shall sell or otherwise transfer any of such holder's outstanding Series B Warrants, the transferee shall be allocated a pro rata portion of such holder's Exercise Allocation Percentage and Pro Rata Exercise Amount.

Pro Rata Exercise Requirement. If the Company elects to cause an Optional Exercise pursuant to this Section 3(h3(g), then it must simultaneously take the same action with respect to the other outstanding Series B Warrants. If the Company elects to cause an Optional Exercise pursuant to Section 3(h3(g) (or similar provisions under the outstanding Series B Warrants) with respect to less than all of the Warrant Shares underlying the Series B Warrants then outstanding, then the Company shall require exercise of the Warrant Shares from each of the holders of the outstanding Series B Warrants equal to the product of (i) the aggregate number of Warrant Shares which the Company has elected to cause to be exercised pursuant to Section 3(h3(g), multiplied by (ii) a fraction, the numerator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to such holder pursuant to the Securities Purchase Agreement and the denominator of which is the sum of the aggregate number of Warrant Shares underlying the Series B Warrants issued to all holders pursuant to the Securities Purchase Agreement (such fraction with respect to each holder is referred to as its "“Exercise Allocation Percentage"”, and such amount with respect to each holder is referred to as its "“Pro Rata Exercise Amount"”). Notwithstanding the foregoing, in the event the Company sends an Optional Exercise Notice and the Holder already exercised any portion of its Warrant prior to the Optional Exercise Date (such exercised portion with respect to each Holder is referred to as its “Exercised Portion”), such Exercise Portion shall be applied against such Holder’s Pro Rata Exercise Amount and the Holder will only be required to exercise the difference, if any, between such Holder’s Pro Rata Exercise Amount and such Holder’s Exercised Portion. In the event that the initial holder of any Series B Warrants shall sell or otherwise transfer any of such holder's ’s outstanding Series B Warrants, the transferee shall be allocated a pro rata portion of such holder's Holder’s Exercise Allocation Percentage and Pro Rata Exercise Amount.