Methodology for Calculations. For all purposes of this Agreement, the proposed Transfer or the Transfer of a Common Stock Equivalent shall be treated as the proposed Transfer or the Transfer of the shares of Common Stock receivable upon the conversion, exchange or exercise of such Common Stock Equivalent. Except as otherwise expressly provided in this Agreement, for purposes of calculating (a) the amount of outstanding Common Stock as of any date and (b) the amount of Common Stock owned by a Person hereunder (and the percentage of the outstanding Common Stock owned by a Person), no Common Stock Equivalents shall be treated as having been converted, exchanged or exercised for the underlying Common Stock.
Methodology for Calculations. For purposes of calculating the number of outstanding shares of BlackRock Capital Stock or Voting Securities and the number of shares of BlackRock Capital Stock or Voting Securities Beneficially Owned by any Person as of any date, any shares of BlackRock Capital Stock or Voting Securities held in BlackRock’s treasury or belonging to any Subsidiaries of BlackRock which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the Delaware General Corporation Law (or any successor statute (the “DGCL”)) shall be disregarded.
Methodology for Calculations. Except as otherwise expressly provided in this Agreement, for purposes of calculating (a) the amount of outstanding shares of Common Stock as of any date and (b) the amount of shares of Common Stock owned by a Person hereunder (and the percentage of the outstanding shares of Common Stock owned by a Person hereunder), no Common Stock Equivalents of the Company shall be treated as having been converted, exchanged or exercised. In the event of any stock split, stock dividend, reverse stock split, any combination of the shares of Stock or any similar event, with respect to all references in this Agreement to a Stockholder or Stockholders holding a number of shares of Stock, the applicable number shall be appropriately adjusted to give effect to such stock split, stock dividend, reverse stock split, any combination of the shares of Stock or similar event.
Methodology for Calculations. (a) Except as otherwise expressly provided herein, any Transfer or proposed Transfer of a Common Stock Equivalent shall be treated as a Transfer or proposed Transfer of the shares of Common Stock into or for which such Common Stock Equivalent can be converted, exchanged or exercised.
(b) Except as otherwise expressly provided in this Agreement, for purposes of calculating (i) the total number of Outstanding Capital Shares as of any date or (ii) the number of Outstanding Capital Shares owned by any Person hereunder as of any date, no Common Stock Equivalents shall be treated as having been converted, exchanged or exercised.
(c) In the event of any stock split, stock dividend, reverse stock split, any combination of Equity Securities or any similar event, with respect to all references in this Agreement to a Stockholder or Stockholders holding a number of Outstanding Capital Shares, the applicable amount shall be appropriately adjusted to give effect to such stock split, stock dividend, reverse stock split, any combination of the Equity Securities or similar event.
Methodology for Calculations. For purposes of this Agreement, (x) the Transfer of a Voting Share Equivalent shall be treated as the Transfer of the Voting Shares into which such Voting Share Equivalent can be converted, exchanged or exercised and (y) the conversion, exchange or exercise of a Voting Share Equivalent into Voting Shares and the exchange of Exchangeable Shares into American Depositary Shares or Ordinary Shares shall be deemed to not be a Transfer. For purposes of calculating the amount of outstanding Voting Shares as of any date and the amount of Voting Shares Beneficially Owned by any Person as of any date, the amount of any Voting Shares shall be equal to the number of votes such Voting Shares shall then entitle the holder thereof to cast in an election for members of the Board (assuming that all Voting Shares were voted in such election) and disregarding (x) any Voting Shares held by the Company or its Affiliates and (y) any limitation on the voting rights of the holders of Voting Shares that is dependent on the number of Voting Shares voted). For all purposes hereunder, the Shareholders shall be entitled to rely on the most recent publicly available information regarding the number of outstanding Voting Shares as of any date of determination (unless the Company shall have in fact provided the Shareholders with more updated information). Shareholders who hold Exchangeable Shares shall not be obligated to first exercise the exchange right pertaining thereto in connection with a Right of First Offer Transfer or a request for registration of Registrable Securities hereunder; provided, however, that "Current Market Value", "Offer Price" or "Specified Price", as applicable, for purposes of Section 3.02 shall nonetheless be determined with reference to the Ordinary Shares underlying such Exchangeable Shares if such Ordinary Shares are the securities proposed to be transferred. 14 10
Methodology for Calculations. For purposes of calculating the Total Voting Power and the total outstanding Voting Securities Beneficially Owned by any Person as of any date, any shares of Capital Stock of the Company, Company Common Stock or Voting Securities (i) held in the Company’s treasury or belonging to any subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL or (ii) issued pursuant to a plan or trust or similar Buyer Benefit and Compensation Arrangement in respect of which voting is controlled by the Company or any of its Subsidiaries, shall be disregarded.
Methodology for Calculations. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including any calculation for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act as in effect on the date hereof.
Methodology for Calculations. For purposes of calculating the number of outstanding shares of Capital Stock or Voting Securities and the number of shares of Capital Stock or Voting Securities of any Person Beneficially Owned by any other Person as of any date, any shares of Capital Stock or Voting Securities held in treasury or belonging to any Subsidiary of such Person which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the Delaware General Corporation Law (or any successor statute (the "DGCL")) shall be disregarded.
Methodology for Calculations. For purposes of calculating the Permitted Holder Ownership Percentage as of any date or time, any shares of Capital Stock of Monsoon (including Monsoon Ordinary Shares, Class B Shares and any other Monsoon Voting Securities) (i) held in Monsoon’s treasury or belonging to any Monsoon Subsidiaries or (ii) issued pursuant to a plan, trust or similar arrangement in respect of which voting is controlled by Monsoon or any Monsoon Subsidiary, shall be disregarded.
Methodology for Calculations. For purposes of calculating the number of outstanding shares of Rite Aid Common Stock, Voting-Enabled Securities or Voting Securities and the number of shares of Rite Aid Common Stock, Voting-Enabled Securities or Voting Securities Beneficially Owned by any Person as of any date, any shares of Rite Aid Common Stock, Voting-Enabled Securities or Voting Securities held in the Company’s treasury or belonging to any subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the Delaware General Corporation Law (or any successor statute) shall be disregarded.
