Pro Forma Capitalization definition

Pro Forma Capitalization means the sum, without duplication, of (a) the aggregate number of Arion Common Shares issued and outstanding immediately prior to the Effective Time, (b) the aggregate number of restricted Arion Common Shares and Arion Common Shares issuable upon the exercise of issued and outstanding Arion Options or other direct or indirect rights to acquire Arion Common Shares, in each case that are vested and exercisable immediately prior to the Effective Time, (c) the aggregate number of restricted Arion Common Shares and Arion Common Shares that are issuable upon the exercise of issued and outstanding Arion Options or other direct or indirect rights to acquire Arion Common Shares, in each case that are unvested and not exercisable immediately prior to the Effective Time, (d) the aggregate number of Arion Common Shares issued in respect of the Equity Consideration and (e) the number of Arion Common Shares reserved under the Arion Incentive Plan for issuance to Arion Employees and Continuing Employees after the Effective Time.

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Pro Forma Capitalization in Schedule 3c (assuming no Pre-Funded Warrants are sold in the Offering). Immediately after giving effect to the Share Exchange and the Closing: (i) no shares of capital stock of the Company or any of its Subsidiaries will be subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company; (ii) except for Pre-Funded Warrants sold in the Offering and except as set forth on Schedule 3c(ii), there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible, exercisable or exchangeable into, any shares of capital stock of the Company or any of its Subsidiaries, or any Contracts by which the Company or any of its Subsidiaries is or may become bound or pursuant to which the Company or any of its Subsidiaries is otherwise obligated to issue additional shares of capital stock of the Company or any of its Subsidiaries; (iii) there will be no outstanding debt securities of the Company or any of its Subsidiaries other than indebtedness as set forth in Schedule 3c(iii); (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule 3c(iv), there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (v) there will be no outstanding registration statements of the Company or any of its Subsidiaries, other than pursuant to the Registration Rights Agreement; (vi) except as set forth in Schedule 3c(vi), there will be no securities or instruments of the Company or any of its Subsidiaries containing anti-dilution or similar provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Securities as described in this Agreement; (vii) no co-sale right, right of first refusal or other similar right will exist with respect to the Securities or the issuance and sale thereof and (viii) no shares of Common Stock shall be reserved for issuance, other Warrant Shares issuable upon the exercise of the Pre-Funded Warrants and other than 2,275,000 shares of Common Stock reserved for issuance under the EIP (assuming the exercise of all of the EMI Options). The Company has made available to the Purchaser true and correct copies of the Company’s Certificate of Incorporation, as in effect as of the Initial Cl...

Pro Forma Capitalization. The following sets forth the fully diluted capitalization of BioSante currently and pro forma after giving effect to the issuance of the Units:

Examples of Pro Forma Capitalization in a sentence

The Objection shall set forth the Acquirer’s calculation of the Pro Forma Capitalization, including the basis for the Acquirer’s dispute or objections and the specific adjustments (including dollar amounts) that the Acquirer believes in good faith should be made.
Solely for purposes of determining whether this condition is satisfied, the Pro Forma Capitalization will be determined by reference to the Preliminary Pro Forma Capitalization Statement.
If no Objection is delivered by the Acquirer to the Company and SHUSA prior to the expiration of the Review Period, then the Pro Forma Capitalization Statement shall be deemed to have been accepted by the parties and shall become final and binding upon the parties.
The Company shall have received the Pro Forma Capitalization Statement and Pro Forma Balance Sheet, each certified by the Chief Executive Officer or Chief Financial Officer of the SPAC, dated as of the Closing Date.
The Company and the Acquirer shall request the Neutral Auditor to use its commercially reasonable efforts to (i) render its final written determination within 30 days after such firm’s engagement, and (ii) prepare the applicable Final Pro Forma Capitalization Statement (as defined below).
All fees and disbursements of the Neutral Auditor shall be borne by (i) the Acquirer, in the event that the Neutral Auditor selects the Pro Forma Capitalization set forth in the Preliminary Pro Forma Capitalization Statement or (ii) the Company, in the event that the Neutral Auditor selects the Pro Forma Capitalization set forth in the Objection.
SHUSA has agreed to capitalize the Company with additional common equity at or prior to the Closing Date such that the Company will achieve, as of the Determination Date (as defined in Section 5.02) and after giving effect to the transactions contemplated hereby and by the ▇▇▇▇▇▇ Investment Agreement, Pro Forma Capitalization (as defined in Section 5.02) of at least $1,990,000,000.
The Neutral Auditor shall, acting as an expert in accounting and not as an arbitrator, determine on a basis consistent with the requirements of this Agreement, whether and to what extent the Preliminary Pro Forma Capitalization Statement requires adjustment and, in accordance with such determination, shall select either the Pro Forma Capitalization set forth in the Preliminary Pro Forma Capitalization Statement or the Pro Forma Capitalization set forth in the Objection.
The Preliminary Pro Forma Capitalization Statement without adjustment if no timely Objection is made, or as adjusted pursuant to any agreement between the parties or pursuant to the decision of the Neutral Auditor, when final and binding on both parties, is herein referred to as the “Final Pro Forma Capitalization Statement”.
Solely for purposes of determining whether this condition is satisfied, the Pro Forma Capitalization will be determined by reference to the Preliminary Pro Forma Capitalization Statement (as defined in the New Investor Investment Agreement).

More Definitions of Pro Forma Capitalization

Pro Forma Capitalization has the meaning assigned to such term in the New Acquirer Investment Agreement.

Pro Forma Capitalization means the expected capitalization of an Acquiring Fund after giving effect to the Reorganization(s) and assuming the Reorganization(s) occurred as of July 10, 2020. These numbers may differ as of the Closing Date. Footnotes are located after the capitalization tables. Class IA $461,183,031 $1,685,056,576 $520,858,359 $(139,434) $2,666,958,532 Class IB $82,976,430 $182,191,247 $71,668,677 $(19,367) $336,816,987 Class IC n/a $67,043,574 n/a(3) $(3,170) $67,040,404 Class IA 14,553,247 36,802,717 33,185,561 85,338,314 169,879,839 Class IB 2,652,856 4,246,923 4,632,675 10,239,737 21,772,191 Class IC n/a 1,526,912 n/a(3) 2,743,177 4,270,089 Class IA $31.69 $45.79 $15.70 — $15.70 Class IB $31.28 $42.90 $15.47 — $15.47 Class IC n/a $43.91 n/a(3) — $15.70 Class IA $82,696,389 $182,497,057 $1,773,039,720 $(77,258) $2,038,155,908 Class IB $14,003,378 $53,189,349 $46,262,964 $(18,452) $113,437,239 Class IA 9,652,764 20,763,833 48,917,846 (23,103,047) 56,231,396 Class IB 1,649,631 6,098,186 1,322,004 (5,828,003) 3,241,818 Class IA $8.57 $8.79 $36.25 — $36.25 Class IB $8.49 $8.72 $34.99 — $34.99 Class IA $302,675,473 $2,493,659,962 $(58,650) $2,796,276,785 Class IB $48,200,186 $324,624,913 $(9,340) $372,815,759 Class IA 24,925,862 126,185,121 (9,611,245) 141,499,738 Class IB 3,980,160 16,543,269 (1,523,950) 18,999,479 Class IA $12.14 $19.76 — $19.76 Class IB $12.11 $19.62 — $19.62 Reorganization of Hartford High Yield HLS Fund into Hartford Total Return Bond HLS Fund Hartford High Yield HLS Fund (Acquired Fund) Hartford Total Return Bond HLS Fund (Acquiring Fund) Pro Forma Adjustments(1) Hartford Total Return Bond HLS Fund (Combined Fund) Pro Forma(2) Class IA $172,653,682 $1,855,044,105 $(51,782) $2,027,646,005 Class IB $52,512,476 $214,293,621 $(15,749) $266,790,348 Class IA 22,126,638 152,749,104 (7,909,019) 166,966,723 Class IB 6,864,782 17,764,471 (2,511,820) 22,117,433 Class IA $7.80 $12.14 — $12.14 Class IB $7.65 $12.06 — $12.06 Reorganization of Hartford U.S. Government Securities HLS Fund into Hartford Ultrashort Bond HLS Fund Hartford U.S. Government Securities HLS Fund (Acquired Fund) Hartford Ultrashort Bond HLS Fund (Acquiring Fund) Pro Forma Adjustments(1) Hartford Ultrashort Bond HLS Fund (Combined Fund) Pro Forma(2) Class IA $284,977,075 $381,196,247 $(62,134) $666,111,188 Class IB $56,844,429 $57,329,001 $(12,394) $114,161,036 Class IA 26,222,796 36,931,005 1,385,241 64,539,042 Class IB 5,241,901 5,564,600 275,772 11,082,273 Class IA $10.87 $10.32 — $10...