How does NASDAQ compute the number of shares issuable in a transaction?
In determining the potential issuance in a transaction, NASDAQ will include all shares that are potentially issuable, even if the circumstances for their issuance are remote. For example, if the company has any anti-dilution features or reset provisions or earn-out or similar provisions that could potentially reach the shareholder approval requirement thresholds, then the company would be required to obtain shareholder approval before entering into the transaction.
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