Aggregate Proportionate Share definition
Aggregate Proportionate Share means seventy percent (70%) of the quotient that results from dividing (i) the sum of the total number of Series E Equivalent Shares that all Rights Holders hold on the Record Date (as defined herein) by (ii) a number of shares of Common Stock of the Company equal to the sum of (A) the total number of shares of Common Stock of the Company outstanding on the Record Date, plus (B) the total number of shares of Common Stock of the Company into which all then outstanding shares of the Preferred Stock of the Company are then convertible, plus (C) the total number of shares of capital stock of the Company (on an as-converted to Common Stock basis) issuable upon exercise of all then outstanding options or warrants to purchase shares of the Company's stock or upon conversion of all then outstanding Debentures, plus (D) the number of shares of Common Stock of the Company then reserved and available for issuance under stock purchase and stock option plans of the Company; provided, however, that the foregoing seventy percent (70%) may be cut back to such lower percentage as may be designated by the managing underwriter in the IPO in a writing delivered by such managing underwriter to those Rights Holders exercising their Right of First Offer hereunder (i) not less than four (4) days prior to the effective date of the Registration Statement to the extent deemed necessary to the success of such offering by such managing underwriter in its reasonable opinion (provided that such percentage is not reduced to less than fifty percent (50%) pursuant to this clause (i)) or (ii) prior to the Closing to the extent necessary to comply with the applicable rules or regulations of the SEC, the NASD, the Nasdaq Stock Market, Inc., or other regulatory body.