PFW Conversion Amount definition
PFW Conversion Amount means such portion of the Conversion Amount that equals the Conversion Amount minus the Common Stock Conversion Amount; and (c) “Pre-Funded Warrant” means a pre-funded common stock purchase warrant in the form of Exhibit A attached hereto to purchase such number of shares of Common Stock equal to the PFW Conversion Amount divided by the Conversion Price. For the avoidance of doubt, if the number of shares of Common Stock issuable upon conversion of the Common Stock Conversion Amount will not result in the Holder together with the other Attribution Parties collectively beneficially owning a number of shares of Common Stock equal to more than the Maximum Percentage, then there will be no PFW Conversion Amount. For purposes of calculating the Common Stock Conversion Amount, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties immediately after the Stockholder Approval Time and after giving effect to the issuance of shares of Common Stock under the SPA and under the Exchange Agreements plus the number of shares of Common Stock issuable upon conversion of the Common Stock Conversion Amount, but shall exclude the number of shares of Common Stock which would be issuable (i) upon exercise of the Pre-Funded Warrants beneficially owned by the Holder or any other Attribution Party and (ii) upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Other Notes) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(a). For purposes of this Section 3(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire in respect of the Common Stock Conversion Amount without exceeding the Maximum Percentage, the Company shall provide the Holder with a written notice, upon which the Holder may rely setting forth the number of shares of Common Stock outstanding. In the event that the issuance of shares of Common Stock to the Holder upon conversion of the Common Stock Conversion Amount would result in the Holde...
Examples of PFW Conversion Amount in a sentence
For the avoidance of doubt, if the number of shares of Common Stock issuable upon conversion of the Common Stock Conversion Amount will not result in the Holder together with the other Attribution Parties collectively beneficially owning a number of shares of Common Stock equal to more than the Maximum Percentage, then there will be no PFW Conversion Amount.