definiens: means, with respect to a Company Securityholder, a fraction, the numerator of which equals the AggregateMerger Consideration then payable in respect of the Company Common Stock, Company Preferred Stock, RSUs, In the Money VestedOptions and In the Money Vested Warrants held by such Company Securityholder in accordance with this Agreement and the CompanyCharter and the denominator of which equals the Aggregate Merger Consideration then payable respect of all holders of Company CommonStock, Company Preferred Stock, In the Money Vested Options and In the Money Vested Warrants entitled to receive a portion of theAggregate Merger Consideration pursuant to the terms of this Agreement and the Company Charter . For the avoidance of doubt, theapplicable Pro Rata Share shall be calculated ( or re - calculated, as the case may be ) at the applicable time of release of Aggregate MergerConsideration, including the Closing Merger Consideration, the Purchase Price Adjustment Escrow Amount, the Representative Reserve andthe Milestone Consideration