Share Calculations. In calculations of share numbers, references to “fully-diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants, and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised, or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to numbers of Shares or prices per Share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations, and similar events that affect the share capital of the Company after the date hereof.
Appears in 3 contracts
Samples: Voting Agreement (Sohu Com Inc), Voting Agreement (Sogou Inc.), Voting Agreement (Sogou Inc.)
Share Calculations. In calculations of share numbers, references to “fully-fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to numbers number of Shares or prices per Share shares in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations, and recapitalizations similar events that affect the share capital of the Company after the date hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Sohu Com Inc), Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sogou Inc.)
Share Calculations. In calculations of share numbers, references to “fully-fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to numbers number of Shares or the prices per Share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations, and recapitalizations similar events that affect the share capital of the Company after the date hereof.
Appears in 2 contracts
Samples: Shareholders’ Agreement, Shareholders’ Agreement (Sohu Com Inc)
Share Calculations. In calculations of share numbers, references to “fully-fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to numbers number of Shares or the prices per Share in this Agreement shall be appropriately adjusted to take into account any share splitssplits or subdivisions, combinations, reorganizations, stock or share dividends, mergers, recapitalizations, and recapitalizations or similar events that affect the share capital of the Company after the date hereof.
Appears in 1 contract
Samples: Shareholders’ Agreement (Imax Corp)
Share Calculations. In calculations of share numbers, references to “fully-fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares ordinary shares (whether or not by their terms then currently convertible) have been so converted, exercised, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares shares then in issue. All references to numbers number of Shares shares or the prices per Share share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations, and recapitalizations similar events that affect the share capital of the Company after the date hereof.
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