IPO Valuation definition

IPO Valuation means, with respect to any Operating Subsidiary, the product of (i) the gross price per share of common stock of such Operating Subsidiary paid by the public in such Operating Subsidiary's Pre-Spin-Off IPO (such Operating Subsidiary's "IPO Price"), multiplied by (ii) the number of shares of common stock of such Operating Subsidiary outstanding immediately following such Pre-Spin-Off IPO on a fully diluted basis.

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IPO Valuation means the Valuation described in Section 9.3.1.

IPO Valuation means 50% of the aggregate market value of the ------------- Corporation's Classes of Common Stock immediately prior to the consummation of a Qualified Initial Public Offering (with such aggregate market value being determined by multiplying (i) the sum of (A) the number of shares of the Classes of Common Stock issued pursuant to the Purchase Agreements and the Executive Stock Agreements (including the Earnback Shares) and (B) the number of shares of the Classes of Common Stock issued or issuable upon conversion of the Convertible Preferred and upon exercise of all of the Existing Warrants, the Contingent Warrants and the New Warrants (as each such number of shares shall be proportionally adjusted for any stock split, stock combination or other recapitalization of the Corporation) by (ii) the price per share of the Classes of Common Stock paid by the public in connection with such Qualified Initial Public Offering.

Examples of IPO Valuation in a sentence

• Such Investor acknowledges that the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants and the Conversion Shares have not been registered under the Securities Act or under any state securities laws.

• No Action shall have been commenced by any governmental authority against any party hereto seeking to restrain or delay the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents.

• On the Closing Date, there shall not be in effect any Law or Order directing that the purchase and sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants or the Conversion Shares, or any of the other transactions contemplated by this Agreement and the other Transaction Documents, not be consummated or which has the effect of rendering it unlawful to consummate any such transaction.

• All waiting periods applicable to the purchase of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants (to the extent such waiting periods are required to have expired prior to the Closing) and the Conversion Shares under the HSR Act shall have been terminated or expired.

• Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time.

More Definitions of IPO Valuation

IPO Valuation means the product of (1) the number of shares of the Company outstanding immediately after the IPO, multiplied by (2) the IPO price per share; and

IPO Valuation means the aggregate fair market value of the Common Stock held by the Initial Stockholders immediately prior to the consummation of the Initial Public Offering based on the price per share to the public of the Common Stock in the Initial Public Offering, without giving effect to any sale of shares of Common Stock in the Initial Public Offering by the Initial Stockholders.

IPO Valuation means the lesser of (A) the product of (I) the IPO Price multiplied by (II) the Adjusted Pre-Series D Fully Diluted Capitalization, and (B) $1,000,000,000.

IPO Valuation means an amount equal to the product of (i) the number of issued and outstanding shares of Common Stock on a fully diluted basis and (ii) the IPO Price.

IPO Valuation means the enterprise value of Diamond as of the Closing Date, determined in accordance with Annex B.

IPO Valuation means the product of (a) the Company’s fully-diluted capitalization as of immediately prior to the Initial Public Offering, including all outstanding capital stock and all options, warrants and other securities convertible into or exercisable for capital stock, and including shares reserved for issuance under the Company’s equity plans and (b) the final offering price per share to the public of the Company’s Class A Common Stock or other securities in the Company’s Initial Public Offering. For the avoidance of doubt, (a) the maximum number of shares of Series I Preferred Stock issuable to Holder pursuant to the Lead Investor Warrant in respect of which this Warrant was issued is [ ] shares, (b) the maximum total number of Shares issuable pursuant to this Warrant shall be [ ] Shares (“Potential Shares”), subject to adjustment pursuant to Section 8 hereof, (c) in the event the Holder net exercises the Lead Investor Warrant or partially exercises the Lead Investor Warrant, fewer than the full number of Potential Shares would be issuable pursuant to this Warrant, and (d) for purposes of clarification only, the full number of Potential Shares would only become issuable pursuant to this Warrant in the event the Lead Investor Warrant is exercised in full prior to the Initial Public Offering and the IPO Valuation is at or below $9,000,000,000, in which case this Warrant would become exercisable for the number of additional shares of Series I Preferred Stock that would have been issued to the Holder upon exercise of the Lead Investor Warrant had the pre-money valuation of the Company used to calculate the exercise price of the Series I Preferred Stock pursuant to the Lead Investor Warrant been $6,300,000,000 (assuming an aggregate exercise price of $45,000,000).

IPO Valuation means the amount equal to the product of (i) the number of issued and outstanding shares of Common Stock on a fully diluted basis (other than Common Stock Equivalents that are not "in-the-money") multiplied by (ii) the midpoint of the anticipated price range per share of the Common Stock to be offered in the Initial Public Offering as set forth in the information provided in the initial registration statement for purposes of calculating the Commission filing fee.