Series A-1 Purchase Price shall be calculated as of immediately prior to the initial Second Closing held pursuant to Section 1.3(a) or (b) and shall be equal to the quotient of (i) $45,000,000 divided by (ii) the number of Fully Diluted Shares. For purposes hereof, “Fully Diluted Shares” shall mean and include the following: (1) outstanding Common Stock (other than Common Stock resulting form the exercise of options issued under the Plan), (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise and conversion of outstanding warrants, and (4) the total amount of Common Stock reserved under the Plan (as defined below); provided, however, that it shall not include any shares of Common Stock or Preferred Stock (or options, warrants or other rights therefor) issuable or issued by the Company to holders of patents or patent rights (provided such issuances have been approved by the Board of Directors of the Company (including at least one Preferred Director (as defined in the Restated Certificate, as amended from time to time)); provided further, however, that the parties hereto acknowledge that they intend that the sum of (i) the total number of shares of Common Stock available for future issuance under the Plan plus (ii) the total number of outstanding options issued and approved by the Board of Directors of the Company (including at least two Preferred Directors), will be equal to 13.25% of the of fully-diluted capitalization of the Company on a post-Series A-1 basis.
Series A-1 Purchase Price means, with respect to any Series A-1 Holder, the product obtained by multiplying (i) $10.00, by (ii) the number of Series A-1 Preferred Units purchased by such Series A-1 Holder.
Series A-1 Purchase Price means the purchase price for each Series A-1 Share calculated based on the total amount invested by Niu Xin and Shanghai Youzhen Investment Management Center LLP (上海宥珍投资管理中心(有限合伙)) in Qingke Shishang (including the purchase price paid to both Qingke Shishang and the relevant transferors) pursuant to the Previous A-1 Investment Agreements, the median exchange rate between RMB and US$ published by the China Foreign Exchange Trading System (as published on the official website of the People’s Bank of China) on February 29, 2012, and the number of Series A-1 Shares outstanding on the date hereof, subject to adjustment as a result of share split, share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events. In the event of any error in calculation, the Company and Series A-1 Shareholders shall take all necessary measures as soon as possible to cure such error and indemnify the other Shareholders against all losses incurred in connection with or arising out of such error.
Examples of Series A-1 Purchase Price in a sentence
At any time prior to the earlier of (i) the delivery of the Second Closing Notice by the Company (as defined below) and (ii) December 31, 2008, each Investor shall have the option at any time to purchase, in one or more closings, that number of shares of Series A-1 Preferred Stock which, in the aggregate, may be up to such Investor’s Second Closing Shares upon ten (10) days’ written notice to the Company at a purchase price per share equal to the Series A-1 Purchase Price.
More Definitions of Series A-1 Purchase Price
Series A-1 Purchase Price means US$2.1667.
Series A-1 Purchase Price means, with respect to any Series A-1 Holder, the product obtained by multiplying (i)$10.00, by (ii) the number of Series A-1 Preferred Units purchased by such Series A-1 Holder.