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Frequently Asked Questions
  If a company has two (or more) classes of common stock, how is the potential issuance calculated under the shareholder approval rules?
Identification Number 288
Generally, the potential issuance is calculated as a percentage of the aggregate outstanding shares of all classes of common stock. For example, if a company has two classes of common stock, Class A and Class B, and plans to issue shares of Class A in a private placement, the percentage issuance would be calculated by dividing: (i) the number of Class A shares that could be issued; by (ii) the number of pre-transaction outstanding shares of both classes combined. This calculation generally applies even if only one of the classes is listed on Nasdaq.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 288
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