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)(i8(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)(i8(a) (or similar provisions under the other WarrantsOther Notes) with respect to less than all of the Warrant Shares underlying Principal amounts of the Warrants Notes then outstanding, then the Company shall require exercise redemption of the Warrant Shares a Principal amount from each of the holders of the Warrants Notes equal to the product of (Ai) the aggregate number Principal amount of Warrant Shares Notes which the Company has elected to cause to be exercised redeemed pursuant to Section 2(f)(i8(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 Allocation Percentage,” "REDEMPTION ALLOCATION PERCENTAGE", and such amount with respect to each holder is referred to as its “"PRO RATA REDEMPTION AMOUNT"); provided, however that in the event that any holder's Pro Rata Exercise Amount”)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.

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.

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i8(A), then it must simultaneously take the same action with respect to the other WarrantsOther Notes. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to this Section 2(f)(i8(A) (or similar provisions under the other WarrantsOther Notes) with respect to less than all fifty percent (50%) of the Warrant Shares underlying principal amount of the Warrants Notes then outstanding, then the Company shall require exercise redemption of a Principal amount from the Holder and each holder of the Warrant Shares from each of the holders of the Warrants Other Notes equal to the product of (Ai) the aggregate number principal amount of Warrant Shares Notes which the Company has elected to cause to be exercised redeemed pursuant to Section 2(f)(i8(A), multiplied by (Bii) a the fraction, the numerator of which is the sum of the aggregate number initial principal amount of Warrant Shares underlying the Warrants issued to Notes purchased by such holder pursuant to (or the Securities Purchase Agreement ultimate holder of a Note transferred as set forth below with an allocation among such Notes as set forth below) and the denominator of which is the sum initial principal amounts of the aggregate number of Warrant Shares underlying the Warrants issued to Notes purchased by all holders pursuant to (or the Securities Purchase Agreement ultimate holder of a Note transferred as set forth below with an allocation among such Notes as set forth below) 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”). In ; provided that in the event that the initial holder of any SPA Warrants shall sell Notes has sold or otherwise transfer transferred any of such holder’s Warrants's Notes, the transferee shall be allocated a pro rata portion of such transferring holder’s Exercise 's Redemption Allocation Percentage and Pro Rata Exercise Redemption Amount; and provided further, that in the event any holder's Pro Rata Redemption Amount exceeds the outstanding principal amount of such holder's Note, any excess redemption amount shall be applied to the principal amount of all remaining Notes on a pro rata basis pursuant to this subsection (b).

Pro Rata Redemption Requirement. If the Company elects to cause an Forced Exercise a Company Optional Redemption pursuant to Section 2(f)(i8(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)(i8(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)(i8(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 WarrantsNotes, the transferee shall be allocated a pro rata portion of such holder’s Exercise 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 "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 a Company elects to cause an Forced Exercise Quarterly Redemption or a Company Optional Redemption occurs pursuant to Section 2(f)(i8(a) or Section 8(b), respectively, (or similar provisions under the Other Notes and the Additional Notes) then it the Company must simultaneously take the same action in the same proportion with respect to the other WarrantsOther Notes and the Additional Notes. If the a Company elects to cause an Forced Exercise Quarterly Redemption or a Company Optional Redemption occurs pursuant to Section 2(f)(i8(a) or Section 8(b), respectively (or similar provisions under the other WarrantsOther Notes and the Additional Notes) with respect to less than all of the Warrant Shares underlying Conversion Amounts of the Warrants Notes and the Additional Notes then outstanding, then the Company shall require exercise of the Warrant Shares redeem a Conversion Amount from each of the holders of the Warrants Notes and the Additional Notes equal to the product of (Ai) the aggregate number Company Quarterly Redemption Amount of Warrant Shares which the Notes and Additional Notes subject to a Company has elected to cause to be exercised Quarterly Redemption pursuant to Section 2(f)(i8(a) or the aggregate Company Optional Redemption Amount of Notes and Additional Notes subject to a Company Optional Redemption pursuant to Section 8(b), as applicable, 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 and Additional Notes purchased by such holder pursuant to the Securities Purchase Agreement of outstanding Notes and Additional 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 and Additional Notes purchased by all holders pursuant to the Securities Purchase Agreement holding outstanding Notes and Additional 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 and Additional Note, then such excess Pro Rata Redemption Amount shall be allocated amongst the remaining holders of Notes and Additional Notes in accordance with the foregoing formula. In the event that the initial holder of any SPA Warrants Notes or Additional Notes shall sell or otherwise transfer any of such holder’s Warrants's Notes or Additional 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.

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 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 WarrantsNotes, the transferee shall be allocated a pro rata portion of such holder’s Exercise Company Redemption Allocation Percentage and Pro Rata Exercise Company Redemption Amount.