Common use of Share Calculations Clause in Contracts

Share Calculations. In calculations of share numbers, references to “fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to number of shares in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations similar events that affect the share capital of the Company the date hereof.

Appears in 3 contracts

Sources: Registration Rights Agreement (Sohu Com Inc), Registration Rights Agreement (Sogou Inc.), Registration Rights Agreement (Sogou Inc.)

Share Calculations. In calculations of share numbers, references to “fully fully-diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants warrants, and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised exercised, or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to number numbers of shares Shares or prices per Share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations recapitalizations, and similar events that affect the share capital of the Company after the date hereof.

Appears in 3 contracts

Sources: Voting Agreement (Sohu Com Inc), Voting Agreement (Sogou Inc.), Voting Agreement (Sogou Inc.)

Share Calculations. In calculations of share numbers, references to “fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to number of shares Shares or the prices per Share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations similar events that affect the share capital of the Company the date hereof.

Appears in 2 contracts

Sources: Shareholder Agreement, Shareholder Agreement (Sohu Com Inc)

Share Calculations. In calculations of share numbers, references to “fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares (whether or not by their terms then currently convertible) have been so converted, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares then in issue. All references to number of shares Shares or the prices per Share in this Agreement shall be appropriately adjusted to take into account any share splitssplits or subdivisions, combinations, reorganizations, stock or share dividends, mergers, recapitalizations or similar events that affect the share capital of the Company after the date hereof.

Appears in 1 contract

Sources: Shareholder Agreement (Imax Corp)

Share Calculations. In calculations of share numbers, references to “fully diluted basis” mean that the calculation is to be made assuming that all outstanding options, warrants and other Equity Securities convertible into or exercisable or exchangeable for Post-IPO Class A Ordinary Shares ordinary shares (whether or not by their terms then currently convertible) have been so converted, exercised or exchanged, and references to “non-diluted basis” mean the calculation is to be made taken into account only Shares shares then in issue. All references to number of shares or the prices per share in this Agreement shall be appropriately adjusted to take into account any share splits, combinations, reorganizations, share dividends, mergers, recapitalizations similar events that affect the share capital of the Company the date hereof.

Appears in 1 contract

Sources: Subscription Agreement (Sohu Com Inc)