definiens: means, with respect to the [COMPANY] Stockholder, on any issuance date for New PreferredSecurities and to determine the [COMPANY] Stockholder ’s participation right in connection with the issuance of New PreferredSecurities, the number of New Preferred Securities to be offered to the [COMPANY] Stockholder equal to the product of ( i ) thetotal number of New Preferred Securities to be issued by the Company on such date multiplied by ( ii ) BiotestStockholders ’ aggregate percentage ownership of the Company determined based on a fraction, ( x ) the numerator ofwhich is the [COMPANY] Stockholders ’ Beneficial Ownership of Capital Stock as of immediately prior to the issuance of theIssuance Notice ( calculated on an As - Converted and Economic Interest Basis ), and ( y ) the denominator of which is theissued and outstanding Equity Securities of the Company as of such time