Common use of Pro Rata Share Clause in Contracts

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares then outstanding (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) then outstanding held by such Participation Rights Holder to (b) the total number of Common Shares (calculated on a fully-diluted and as-converted basis) then held by all Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Common Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares held by all of the Participation Rights Holders (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes the purpose of the Right of Participation is a fraction, the ratio numerator of (a) which is the number of Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) held by such Participation Rights Holder, to (b) Holder and the denominator of which is the total number of Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) then outstanding held by all Participation Rights Holders, in each case (for both the numerator and the denominator) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) into which the then outstanding Preferred Shares held by such Participation Rights HolderHolder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Preferred Shares held by all Participation Rights Holders are convertible (calculated on a fully-diluted and an as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Common Share Equivalents then held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Common Share Equivalents then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (including Preferred Shares calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares then outstanding (including Preferred Shares calculated on a fully-diluted and an as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of ParticipationParticipation held by all Preferred Shareholders.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding in issue (immediately prior to the issuance of New Securities giving rise to the Right of Participation).

Pro Rata Share. A Preferred Participation Rights Holder’s “Pro Rata Sharepro rata share” for purposes of the Preferred Right of Participation is the ratio of (ai) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Common Share Equivalents then held by such Preferred Participation Rights Holder, to (bii) the sum of the total number of Ordinary Common Shares (calculated on a fully-diluted assuming full conversion and as-converted basisexercise of all convertible or exercisable securities, including such Preferred Participation Rights Holder’s Common Share Equivalents) then outstanding immediately prior to the issuance of New Securities giving rise to the Preferred Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted and fully diluted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted and fully diluted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of the Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding held by all Participation Rights Holders immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) then held by such Participation Rights Holder, to (b) the total number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation Preemptive Rights is the ratio of (a) the number of Ordinary Shares (calculated including Preferred Shares on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated including Preferred Shares on a fully-diluted and an as-converted basis) then outstanding held by all Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of ParticipationPreemptive Rights.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Sharepro rata share” for purposes of the Right of Participation is the ratio of (ai) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Common Share Equivalents then held by such Participation Rights Holder, to (bii) the sum of the total number of Ordinary Common Shares (calculated on a fully-diluted assuming full conversion and as-converted basisexercise of all convertible or exercisable securities, including such Participation Rights Holder’s Common Share Equivalents) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) issuable upon conversion of Preferred Shares held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding (including Ordinary Shares issuable upon conversion of all outstanding Preferred Shares of the Company) immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Sharepro rata share” for purposes of the Right of Participation is the ratio of (ai) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Share Equivalents then held by such Participation Rights Holder, to (bii) the sum of the total number of Ordinary Shares (calculated on a fully-diluted assuming full conversion and as-converted basisexercise of all convertible or exercisable securities, including such Participation Rights Holder’s Ordinary Share Equivalents) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights HolderHolder on an as-converted basis (excluding the Shares issued pursuant to the ESOP), to (b) the total number of Ordinary Shares (calculated on a fully-diluted of the Company issued and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of ParticipationParticipation on an as-converted basis (excluding the Shares issued pursuant to the ESOP).

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) then outstanding held by all Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) then outstanding held by all of the Participation Rights Holders immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “'s "Pro Rata Share” " for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Registrable Securities held by such Participation Rights Holder, to (b) the difference between (i) the total number of Ordinary Shares shares of Common Stock of the Company (calculated on a fully-diluted and as-converted basisother voting securities of the Company, if any) then outstanding (immediately prior to the issuance of New Securities giving rise to the Right of Participation.), where for such purposes all Warrant Shares held by the Investor and its Majority

Pro Rata Share. A Participation For the purposes of the Right of Participation, the Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Right of ParticipationSecurities.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, Holder to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding (immediately prior to the issuance of New Securities giving rise to the Right of Participation).

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares held by all of the Participation Rights Holders (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Common Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Common Shares (calculated on a fully-diluted and an as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Registrable Securities held by such Participation Rights Holder, Holder to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then shares of Common Stock outstanding immediately prior to the issuance of New Securities giving rise Securities, assuming full conversion of all Series B Preferred Stock and Series C Preferred Stock and exercise of all outstanding rights, options and warrants to acquire Series B Preferred Stock, Series C Preferred Stock, and Common Stock of the Right of ParticipationCompany.

Pro Rata Share. A Participation Rights Right Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Right Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding (immediately prior to the issuance of New Securities giving rise to the Right of Participation).

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Subject to Section 2.3(iii) of the Share Purchase Agreement, a Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares of the Company then outstanding (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding held by all Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” 's "PRO RATA SHARE" for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding (immediately prior to the issuance of New Securities giving rise to the Right of Participation).

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) then outstanding held by all Participation Rights Holders immediately prior to the issuance of New Securities (as defined below) giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding held by all the Participation Rights Holders immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of all the Right of Participation New Securities is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and an as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participationheld by all Participation Rights Holders.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of the Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of the Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-an as converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-an as converted and fully diluted and as-converted basis) issued and then outstanding (immediately prior to the issuance of New Securities giving rise to the Right of Participation).

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Rate Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A For the purposes of the Right of Participation, a Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-fully diluted and as-converted basis) then issued and outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Registrable Securities then held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basisassuming conversion of all convertible securities but excluding shares issuable under unexercised options or warrants) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Common Share Equivalents then held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.Rights

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basisFully Diluted Basis) held by such Participation Rights Holder, to (b) the total number of the Ordinary Shares (calculated on a fully-diluted and as-converted basisFully Diluted Basis) then outstanding immediately prior to the issuance of the New Securities giving rise to the Right of Participation.

Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) Registrable Securities then held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basisassuming conversion of all Convertible Securities but excluding shares issuable under unexercised options or warrants into Ordinary Shares) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.