Parent Capitalization Date definition

Parent Capitalization Date has the meaning set forth in Section 4.2(a).
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Parent Capitalization Date shall have the meaning set forth in Section 3.3(a).
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Parent Capitalization Date. Section 4.2(a)
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Examples of Parent Capitalization Date in a sentence

  • As of the close of business on the Parent Capitalization Date, there were outstanding options and warrants relating to 3,450,000 shares of Parent Common Stock.


More Definitions of Parent Capitalization Date

Parent Capitalization Date. Section 4.2(a) “Parent Disclosure Schedule” Article 4
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Parent Capitalization Date has the meaning set forth in Section 6.2(a). “Parent Certificates” has the meaning set forth in Section 4.1(a).
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Parent Capitalization Date is defined in Section 5.2(a). “Parent Common Stock” is defined in the Recitals. “Parent Equity Awards” mean any compensatory options to purchase Parent Common Stock, compensatory stock appreciation rights relating to Parent Common Stock, compensatory restricted stock awards relating to Parent Common Stock, compensatory restricted stock unit awards relating to Parent Common Stock, compensatory performance shares relating to Parent Common Stock and compensatory deferred stock units relating to Parent Common Stock. “Parent Material Adverse Effect” means any change, circumstance, fact, event or effect that is or would reasonably be expected to (a) prevent the Parent or Buyer to perform their respective obligations pursuant to this Agreement and the Related Agreements and to consummate the Transactions in a timely manner, (b) have a material adverse effect on the business, financial condition or results of operations of the Parent and its subsidiaries, taken as a whole; provided, however, that, with respect to clause (b) above only, “Material Adverse Effect” shall not include any change, circumstance, fact, event or effect arising out of or resulting from (i) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates or any governmental shutdown or slowdown, (ii) changes in general legal, tax, regulatory, political or business conditions, including changes in GAAP or applicable law that, in each case, generally affect the geographic regions or industries in which the Parent and its subsidiaries conduct their business, (iii) acts of war, armed hostilities, sabotage, or terrorism (including any cyber-terrorism or cyber-attack), or any escalation or worsening of any such acts of war, armed hostilities, sabotage, or terrorism threatened or underway as of the date of this Agreement or earthquakes, hurricanes, floods, or other natural disasters, any effects of or changes relating to any pandemic (including COVID-19), or the occurrence of any other calamity or crisis, (iv) any actions taken by the Company, any Member or any of their Affiliates, (v) compliance with the terms of, or the taking of any action required by, or consented to by Company or the Member Representative in accordance with, this Agreement or any other Related Document, or (vi) the execution of this Agreement, or the announcement, disclosure or pendency of the transactions contemplated by this Agreement or any other R...
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Parent Capitalization Date. Section 4.2(a) “Parent Deferred Shares” Section 4.2(a) “Parent Disclosure Letter” Article IV
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Related to Parent Capitalization Date

  • Market Capitalization means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests 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 common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

  • 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.

  • Debt to Capitalization Ratio means, with respect to the Borrower, as of any date of determination, the ratio of (a) Total Debt for the Borrower as of such date to (b) Total Capitalization for the Borrower as of such date.

  • Consolidated Capitalization means the sum obtained by adding (i) Consolidated Shareholders' Equity, (ii) Consolidated Indebtedness for money borrowed (exclusive of any thereof which is due and payable within one year of the date such sum is determined) and, without duplication, (iii) any preference or preferred stock of the Company or any Consolidated Subsidiary which is subject to mandatory redemption or sinking fund provisions.

  • 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.

  • Measurement Date means the most recent Payment Date specified in the first column of the Cumulative Net Loss Rate Table.

  • Total Capitalization means, at any date, the sum of (a) the aggregate amount of Indebtedness for Borrowed Money and (b) Net Worth of the Borrower and its consolidated Subsidiaries.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.