Post-Offering Market Value definition
Post-Offering Market Value means (i) the IPO Per Share Price multiplied by (ii) the number of shares of the Borrower’s common stock outstanding immediately following the closing of such IPO (calculated on a fully-diluted, as-converted and as-exercised basis and including, without duplication, (x) shares issuable upon conversion of the Borrower’s preferred stock in connection with or immediately following such IPO, (y) shares issuable upon the exercise or conversion of all options, warrants and/or other convertible securities outstanding as of the closing of such IPO (provided that, in all instances, shares of common stock issuable upon conversion of the Second Lien Loans shall be excluded from the determination of Post-Offering Market Value), and (z) shares of common stock reserved as of the closing of such IPO for issuance under any stock option plan or similar equity incentive plan approved by the Board of Directors of the Borrower).
Post-Offering Market Value means (i) the IPO Per Share Price multiplied by (ii) the number of shares of the Company’s Common Stock outstanding immediately following the closing of such IPO (calculated on a fully-diluted, as-converted and as-exercised basis and including, without duplication, (x) shares issuable upon conversion of the Company’s preferred stock in connection with or immediately following such IPO, (y) shares issuable upon the exercise or conversion of all options, warrants and/or other convertible securities outstanding as of the closing of such IPO (provided that, in all instances, shares of Common Stock issuable upon conversion of the Notes shall be excluded from the determination of Post-Offering Market Value), and (z) shares of Common Stock reserved as of the closing of such IPO for issuance under any stock option plan or similar equity incentive plan approved by the Board of Directors of the Company).