IPO Fully Diluted Capitalization definition

IPO Fully Diluted Capitalization means the sum of the following: (i) the number of shares indicated in the Final Prospectus under the caption “The Offering” as “Total Common Stock” to be outstanding after the Public Offering; (ii) to the extent exercised by the Company’s underwriters in the Public Offering, the number of shares of the Company’s Class A Common Stock issued and sold by the Company as part of the over-allotment option described in the Final Prospectus; (iii) the maximum aggregate number of shares of the Company’s capital stock available for issuance upon exercise or conversion of outstanding Rights immediately after the completion of the Public Offering; and (iv) the maximum aggregate number of shares of the Company’s capital stock reserved and available for future grant or issuance, immediately after the Public Offering, under any of the Company’s Compensatory Plans but not subject to outstanding Rights.