definiens: shall mean that number of New Securities such that, following the Private Financing Participation Clos ing, Purchaser will continue hold an aggregate amount of the Company ’s outstanding equity securities on a percentage basis equal to the lesser of ( i ) seven p ercent ( 7 % ) and ( ii ) Purchaser ’s percentage equity ownership of the Company ( calculated in each case on an as - conve rted and fully diluted basis ) immediately prior to the consummation of such Private Financing ; provided that in the event that the Private Financing Parti cipation Amount would exceed, with respect to a given Privat e Financing, the lesser of ( x ) twenty percent ( 20 % ) of the total amount of proceeds to be paid to the Company by all investors in such series of concurrent finan cing transactions ( including Purchaser, assuming the exe rcise of Purchaser ’s Private Financing Participatio n Right ) divided by the New Securities PPS or ( y ) $ 20,000,00 0 divided by the New Securities PPS, then such Priv ate Financing Participation Amount shall be reduced to the lesser of ( x ) and ( y )