Post-IPO Shares definition
Post-IPO Shares means, with respect to a Sponsor, the number of Common Shares owned or held of record, directly or indirectly, by such Sponsor as of the IPO Closing, which, for the avoidance of doubt, includes any Common Shares issued to such Sponsor on the date of the IPO Closing in respect of redeemed Series A Cumulative Preferred Stock of the Company.
Post-IPO Shares shall have the meaning set forth in the Recitals.
Post-IPO Shares means, with respect to a Stockholder, the number of Common Shares beneficially owned, directly or indirectly, by such Stockholder as of the IPO Closing.
Examples of Post-IPO Shares in a sentence
Without the prior written consent of Tencent, Sohu Search shall not Transfer any Post-IPO Shares to any Tencent Restricted Person.
Without the prior written consent of Sohu Search, Tencent shall not Transfer any Post-IPO Shares to any Sohu Restricted Person.
No Shareholder Party may sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any Encumbrance on, any Post-IPO Shares or any right, title or interest (including legal, beneficial or economic interest) therein or thereto (each, a “Transfer”) if prohibited or restricted by this Agreement.
The Board (or committee thereof) will determine, in its sole discretion, the number of ordinary shares subject to the Option that equates, as closely as is possible, to the amount necessary to result in Executive’s Prior Equity and the Option representing the percentage in the preceding sentence, which determination will be based on the Post-IPO Shares and assuming the underwriters exercise in full their option to purchase additional ADSs in the IPO, and such determination shall be binding and final.
The Parties agree that the Transfer restrictions in this Agreement and in the Post-IPO M&A shall not be capable of being avoided by the holding of Post-IPO Shares indirectly through a company or other entity that can itself be sold in order to dispose of an interest in Post-IPO Shares free of such restrictions.
More Definitions of Post-IPO Shares
Post-IPO Shares means, with respect to each Pine Brook Entity, the number of shares of Common Shares Beneficially Owned by such Pine Brook Entity (without duplication as to any shares of Common Shares Beneficially Owned by any other Person) following completion of the IPO (after taking into account any shares sold by such Pine Brook Entity and its Affiliates as selling shareholders in the IPO and, if applicable, after delivery of shares of Common Shares by such Pine Brook Entity and its Affiliates to the underwriters in respect of an overallotment option granted to them by such Pine Brook Entity and/or its Affiliates), as such number of shares may be equitably adjusted to reflect any dividend, split, subdivision or combination of shares, or reclassification, recapitalization, merger, consolidation or other reorganization of or with respect to the Common Shares occurring subsequent to such time.
Post-IPO Shares means Parent’s outstanding share capital (including all outstanding shares, including shares underlying ADSs offered in the Parent’s initial public offering of ADSs (the “IPO”), and outstanding allocated and unallocated options, but excluding, for purposes of this calculation, the new 12% share pool reserve established under the Plan) expected to be outstanding immediately after the IPO. The Board (or committee thereof) will determine, in its sole discretion, the number of ordinary shares subject to the Option that equates, as closely as is possible, to the amount necessary to result in Executive’s Prior Equity and the Option representing the percentage in the preceding sentence, which determination will be based on the Post-IPO Shares and assuming the underwriters exercise in full their option to purchase additional ADSs in the IPO, and such determination shall be binding and final.
Post-IPO Shares means any share(s) in the equity capital of the Company following the completion of the IPO.
Post-IPO Shares means, with respect to each Monarch Entity, the number of shares of Common Stock Beneficially Owned by such Monarch Entity (without duplication as to any shares of Common Stock Beneficially Owned by any other Person) following completion of the IPO (after taking into account any shares sold by such Monarch Entity and its Affiliates as selling stockholders in the IPO and, if applicable, after delivery of shares of Common Stock by such Monarch Entity and its Affiliates to the underwriters in respect of an overallotment option granted to them by such Monarch Entity and/or its Affiliates), as such number of shares may be equitably adjusted to reflect any dividend, split, subdivision or combination of shares, or reclassification, recapitalization, merger, consolidation or other reorganization of or with respect to the Common Stock occurring subsequent to such time.
Post-IPO Shares means, with respect to Stonehill, the number of shares of Common Stock beneficially owned by Stonehill following completion of the IPO (after taking into account any shares sold by Stonehill and its Affiliates as selling stockholders in the IPO and, if applicable, after delivery of shares of Common Stock by Stonehill and its Affiliates to the underwriters in respect of an overallotment option granted to them by Stonehill and/or its Affiliates), as such number of shares may be equitably adjusted to reflect any dividend, split, subdivision or combination of shares, or reclassification, recapitalization, merger, consolidation or other reorganization of or with respect to the Common Stock occurring subsequent to such time.
Post-IPO Shares means the number of shares of Buyer Common Stock outstanding immediately after the closing of the IPO, plus the number of shares of Buyer Common Stock issuable upon the exercise of options and warrants to purchase Buyer Common Stock then outstanding, plus the number of shares issued upon the exercise of the underwriters' over-allotment option, if applicable. "IPO" shall mean the first public underwritten offering of equity securities made by the Buyer pursuant to an effective registration statement on Form S-1 under the Securities Act (as defined below). The "Buyer Average Stock Price" shall be equal to the average of the last reported sale price per share for the Buyer Common Stock on the Nasdaq National Market for the 20 consecutive trading days (the "Measurement Period") beginning with the first complete trading day following the later to occur of (x) the public announcement of Buyer's quarterly financial results for the Buyer's first fiscal quarter ending after the IPO and (y) the 30th day following the Closing Date.
Post-IPO Shares means, with respect to the Stockholders, the number of shares of Common Stock beneficially owned, determined assuming each Unit (together with each share of Class B Common Stock) held by such Stockholders was exchanged for Class A Common Stock pursuant to the terms of the Exchange Agreement (hereinafter, on an “As-Exchanged Basis”), by the Stockholders following completion of the IPO (after taking into account (i) any shares sold by the Stockholders and their Affiliates as selling stockholders in the IPO and, if applicable, after delivery of shares of Common Stock by the Stockholders and their Affiliates to the underwriters in respect of an overallotment option granted to them by the Stockholders and their Affiliates and (ii) the purchase of any Units by the Company from the Stockholders using the proceeds of the IPO), as such number of shares may be equitably adjusted to reflect any dividend, split, subdivision or combination of shares, or reclassification, recapitalization, merger, consolidation or other reorganization of or with respect to the Common Stock occurring subsequent to such time.