Capitalization Time definition

Capitalization Time means 5:00 p.m. (New York time) on October 31, 2022.
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Capitalization Time is defined in Section 3.3(c).
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Capitalization Time shall have the meaning set forth in Section 4.03(a).
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Examples of Capitalization Time in a sentence

  • Upon the issuance of any Common Shares in accordance with the terms of the Stock Plans in effect at the Capitalization Time, such Common Shares will be duly authorized, validly issued, fully paid and non-assessable and free and clear of any Encumbrance (other than any Permitted Encumbrance).

  • Except as set forth above, and for shares of Liberty Ventures Stock reserved for issuance under Liberty’s equity plans, as of the Capitalization Time, no other shares of Liberty Ventures Stock are issued, reserved for issuance or outstanding.

  • They showed how NW generators can be used to derandomize Naor’s commitments [Nao91] and Dwork and Naor’s ZAPs [DN07].

  • From the Capitalization Time to (and including) the date of the MOU, there have been no issuances by FMCTI of shares of capital stock or voting securities of, or other equity interests in, FMCTI, other than upon the vesting or settlement of FMCTI Equity Rights, in each case outstanding at the Capitalization Time and in accordance with their terms in effect at such time.

  • As of the Company Capitalization Time there were (i) Company Options to purchase an aggregate of 23,116,917 shares of Company Common Stock issued and outstanding, (ii) 60,025,204 shares of Company Common Stock underlying issued and outstanding Company RSU Awards and (iii) 6,260,031 shares of Company Common Stock underlying issued and outstanding Company PSU Awards.

  • Except for Company Options, Company RSUs and Company PSUs, there are no awards or rights outstanding as of the Capitalization Time under the Company Share Plans.

  • As of the Parent Capitalization Time there were an aggregate of 4,388,281 shares of Parent Common Stock underlying issued and outstanding equity or equity-based awards (assuming maximum level of performance with respect to Parent restricted stock units).

  • Since the Capitalization Time, no shares of Company Common Stock (including Company Restricted Stock), Company Stock Options, Performance Stock Units, Restricted Stock Units, Warrants or other Equity Interests of the Company or any Company Subsidiary have been issued, other than issuances of shares of Company Common Stock pursuant to the proper exercise of Company Equity Awards outstanding as of the Capitalization Time.

  • Except as expressly set forth in the immediately preceding sentence, at the Capitalization Time, no shares of Company Common Stock were issued, reserved for issuance or outstanding.

  • From the Capitalization Time to (and including) the date of the MOU, there have been no issuances by Technip of shares of capital stock or voting securities of, or other equity interests in, Technip, other than the issuance of Technip Shares upon the conversion of Technip OCÉANEs, upon the exercise of Technip Stock Options or upon the vesting or settlement of Technip Equity Rights, in each case outstanding at the Capitalization Time and in accordance with their terms in effect at such time.


More Definitions of Capitalization Time

Capitalization Time means 5:00 p.m. (Barcelona, Spain time) on August 11, 2023.
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Capitalization Time has the meaning set forth in Section 14(a).
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Capitalization Time has the meaning set forth in Section 3.2(a). “CARES Act” means The Coronavirus AID, Relief, and Economic Security Act, Pub. L. 116- 136 (03/27/2020). “Cash on Hand” means all cash and cash equivalents held by the Company and its Subsidiaries as of 12:01 A.M. Eastern Time on the Closing Date calculated in accordance with GAAP (including any checks or pending electronic debits received by the Company, its Subsidiaries or their respective banks prior to such time, whether or not cleared, and any incoming wire transfers to the extent the respective amounts of such checks, electronic debits and wire transfers are not included in the calculation of Net Working Capital); provided that Cash on Hand shall (i) be calculated net of outgoing wire transfers and drafts written or issued by the Company or any of its Subsidiaries, (ii) include (a) security deposits in respect of Leased Real Property (up to an aggregate amount of $500,000) and (b) cash and cash equivalents held at MVB Bank, Inc. in connection with the MVB Loan Documents and amounts deposited in the Company’s interactive gaming FBO account at MVB Bank Inc., in each case, to the extent that all Indebtedness under the MVB Loan Documents is repaid and all Liens in connection therewith are released, in each case, as of or promptly following the Closing, and such cash and cash equivalents are otherwise freely usable immediately following the Closing, (iii) subject to the foregoing clause (ii), exclude any cash, cash equivalents or marketable securities that are not freely usable, distributable or transferable (including because it is subject to restrictions, limitations, penalties or Taxes on use, distribution or transfer by Law, Contract or otherwise), restricted balances (including security deposits, bond guarantees, collateral reserve amounts, amounts held in escrow for the benefit of third parties (including user funds held by the Company or any of its Subsidiaries) and escheat, unclaimed property, (iv) be reduced by the amount of any insurance proceeds received, including in connection with the damage or destruction of any asset, except to the extent such insurance proceeds have been used to replace any such asset, and (v) be reduced by the amount of any cash to be distributed pursuant to any dividend or share repurchase declared, but not yet paid, prior to 12:01 A.M. Eastern Time on the Closing Date. “Certificate” has the meaning set forth in Section 2.1(b). “Certificate of Incorporation” has the meaning s...
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Related to Capitalization Time

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Capitalization Ratio means, at any date of determination, the ratio of (a) Funded Debt to (b) Capitalization.

  • Capitalization Rate means seven and one-half percent (7.5%).

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

  • Consolidated Capitalization means, as of any date on which the amount thereof is to be determined, the sum of Consolidated Indebtedness plus Consolidated Net Worth.

  • Debt to Capitalization Ratio means the ratio of (a) Consolidated Funded Debt to (b) Consolidated Capitalization.

  • Consolidated Capitalization Ratio on the last day of any fiscal quarter, the ratio of (a) Consolidated Total Indebtedness to (b) Consolidated Capital.

  • Capitalization Value means, at any time, the sum (without duplication) of:

  • Total Consolidated Capitalization means, as of any date of determination with respect to the Borrower, the sum of Total Consolidated Debt and Consolidated Net Worth.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Fundamental Change Expiration Time has the meaning specified in Section 3.02(a)(1) hereof.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Total Capitalization means, on any date, the sum of (a) Total Debt and (b) the Net Worth on such date.

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

  • Exchange Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.