Initial Ownership

Initial Ownership. Means, with respect to any Holder, the total number of shares of Company Shares "beneficially owned" (as such term is defined in Rule 13d-3 of the Exchange Act without reference to clause (d)(1) of such Rule) (without duplication) by such Holder immediately after the closing of the Merger or, in the case of any Person that shall become a party to this Agreement on a later date, as of such later date, in each case calculated on a Fully-Diluted Basis. For the avoidance of doubt, with respect to... any Holder, Initial Ownership (a) shall give effect to, and therefore shall not include, any Company Shares sold by such Holder in the Merger and (b) shall not include any Company Shares purchased by such Holder or any Affiliate thereof in an open market transaction following consummation of the Merger. 2 View More