Common use of Pro Rata Redemption Requirement Clause in Contracts

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise pursuant to Section 2(f)(i), then it must simultaneously take the same action with respect to the other Warrants. If the Company elects to cause an Forced Exercise pursuant to Section 2(f)(i) (or similar provisions under the other Warrants) with respect to less than all of the Warrant Shares underlying the Warrants then outstanding, then the Company shall require exercise of the Warrant Shares from each of the holders of the Warrants equal to the product of (A) the aggregate number of Warrant Shares which the Company has elected to cause to be exercised pursuant to Section 2(f)(i), multiplied by (B) a fraction, the numerator of which is the sum of the aggregate number of Warrant Shares underlying the 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 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”). In the event that the initial holder of any SPA Warrants shall sell or otherwise transfer any of such holder’s Warrants, the transferee shall be allocated a pro rata portion of such holder’s Exercise Allocation Percentage and Pro Rata Exercise Amount.

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i11(a), then it must simultaneously take the same action in the same proportion with respect to the other WarrantsOther Notes. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i11(a) (or similar provisions under the other WarrantsOther Notes) with respect to less than all of the Warrant Shares underlying Conversion Amounts of the Warrants Notes then outstanding, then the Company shall require exercise redemption of the Warrant Shares a Conversion Amount from each of the holders of the Warrants Notes equal to the product of (Ai) the aggregate number Conversion Amount of Warrant Shares Notes which the Company has elected to cause to be exercised redeemed pursuant to Section 2(f)(i11(a), multiplied by (Bii) a the fraction, the numerator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by such holder pursuant to the Securities Purchase Agreement of outstanding Notes and the denominator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by all holders pursuant to the Securities Purchase Agreement holding outstanding Notes (such fraction with respect to each holder is referred to as its “Exercise "Company Redemption Allocation Percentage,” ", and such amount with respect to each holder is referred to as its “"Pro Rata Exercise Company Redemption Amount”"); provided, however that in the event that any holder's Pro Rata Company Redemption Amount exceeds the outstanding Principal amount of such holder's Note, then such excess Pro Rata Company Redemption Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the initial holder of any SPA Warrants Notes shall sell or otherwise transfer any of such holder’s Warrants's Notes, the transferee shall be allocated a pro rata portion of such holder’s Exercise 's Company Redemption Allocation Percentage and Pro Rata Exercise Company Redemption Amount.

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i9(a), then it must simultaneously take the same action in the same proportion with respect to the other WarrantsOther Notes. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i9(a) (or similar provisions under the other WarrantsOther Notes) with respect to less than all of the Warrant Shares underlying Conversion Amounts of the Warrants Notes then outstanding, then the Company shall require exercise redemption of the Warrant Shares a Conversion Amount from each of the holders of the Warrants Notes equal to the product of (Ai) the aggregate number Company Optional Redemption Amount of Warrant Shares Notes which the Company has elected to cause to be exercised redeemed pursuant to Section 2(f)(i9(a), multiplied by (Bii) a the fraction, the numerator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by such holder pursuant to the Securities Purchase Agreement of outstanding Notes and the denominator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by all holders pursuant to the Securities Purchase Agreement holding outstanding Notes (such fraction with respect to each holder is referred to as its “Exercise "Company Optional Redemption Allocation Percentage,” ", and such amount with respect to each holder is referred to as its “"Pro Rata Exercise Company Optional Redemption Amount”"); provided, however that in the event that any holder's Pro Rata Company Optional Redemption Amount exceeds the outstanding Principal amount of such holder's Note, then such excess Pro Rata Company Optional Redemption Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the initial holder of any SPA Warrants Notes shall sell or otherwise transfer any of such holder’s Warrants's Notes, the transferee shall be allocated a pro rata portion of such holder’s Exercise 's Company Optional Redemption Allocation Percentage and Pro Rata Exercise Company Optional Redemption Amount.

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i11(a), then it must simultaneously take the same action in the same proportion with respect to the other WarrantsOther Notes. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i11(a) (or similar provisions under the other WarrantsOther Notes) with respect to less than all of the Warrant Shares underlying Conversion Amounts of the Warrants Notes then outstanding, then the Company shall require exercise redemption of the Warrant Shares a Conversion Amount from each of the holders of the Warrants Notes equal to the product of (Ai) the aggregate number Conversion Amount of Warrant Shares Notes which the Company has elected to cause to be exercised redeemed pursuant to Section 2(f)(i11(a), multiplied by (Bii) a the fraction, the numerator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by such holder pursuant to the Securities Purchase Agreement of outstanding Notes and the denominator of which is the sum of the aggregate number Original Principal Amount of Warrant Shares underlying the Warrants issued to Notes purchased by all holders pursuant to the Securities Purchase Agreement holding outstanding Notes (such fraction with respect to each holder is referred to as its “Exercise "Redemption Allocation Percentage,” ", and such amount with respect to each holder is referred to as its “"Pro Rata Exercise Redemption Amount”"); provided, however that in the event that any holder's Pro Rata Redemption Amount exceeds the outstanding Principal amount of such holder's Note, then such excess Pro Rata Redemption Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the initial holder of any SPA Warrants Notes shall sell or otherwise transfer any of such holder’s Warrants's Notes, the transferee shall be allocated a pro rata portion of such holder’s Exercise 's Redemption Allocation Percentage and Pro Rata Exercise Redemption Amount.