As-Converted Basis

As-Converted Basis. Means (i) with respect to the outstanding shares of Common Stock as of any date, all outstanding shares of Common Stock calculated on a basis in which all shares of Common Stock issuable upon conversion of the outstanding shares of Preferred Stock (at the Conversion Rate in effect on such date as set forth in the Certificate of Designations) are assumed to be outstanding as of such date and (ii) with respect to any outstanding shares of Preferred Stock as of any date, the number of shares of... Common Stock issuable upon conversion of such shares of Preferred Stock on such date (at the Conversion Rate in effect on such date as set forth in the Certificate of Designations). View More

As-Converted Basis. Means with respect to the outstanding Common Shares as of any date, all outstanding Common Shares calculated on a basis in which all Common Shares issuable upon conversion (without giving effect to any Exchange Block or Exchange Cap) of the outstanding Series A Shares (at the "Series A Conversion Price" in effect on such date as set forth in the Certificate of Designation), including the all Series A Shares issuable upon conversion of the Series A-1 Shares, are assumed to be outstanding as of... such date. Any Person shall be deemed to "beneficially own", to have "beneficial ownership" of, or to be "beneficially owning" any securities (which securities shall also be deemed "beneficially owned" by such Person) that such Person is deemed to "beneficially own" within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act; provided that any Person shall be deemed to beneficially own any securities that such Person has the right to acquire, whether or not such right is exercisable immediately, within 60 days or otherwise (including assuming conversion of all Series A Shares, including the Series A Shares issuable upon conversion of the Series A-1 Shares, if any, owned by such Person to Common Shares and without giving effect to any Exchange Block or Exchange Cap). View More

As-Converted Basis. Means, with respect to a determination of the amount of shares of Parent Common Stock, before consummation of the Merger, and Company Common Stock, after consummation of the Merger, the amount of shares outstanding as of the time of such determination on an as-converted, fully-diluted basis, which, for purposes of clarity, shall be computed without giving effect to any of the restrictions or limitations on exercise or conversion contained in the Warrants, the Debentures or any other instrument... exercisable or convertible by the Investor or holder thereof. View More

As-Converted Basis. Means, at any time, a basis assuming that all Warrants have been exercised and all Shares of Preferred Stock (including Shares of Preferred Stock issuable upon exercise of Warrants) have been converted into Common Stock at the exercise and conversion rates then in effect. For the avoidance of doubt, "As-Converted Basis" shall not give effect to the conversion of any Convertible Notes

As-Converted Basis. Means, for purposes of computing beneficial ownership, such number of shares of Common Stock calculated on a basis assuming all shares of Series A Preferred Stock had been converted by the holders thereof in accordance with their terms, but disregarding any restrictions or limitations upon the conversion of such Series A Preferred Stock.