How is the percentage of voting power to be issued in a transaction calculated?
The percentage of voting power to be issued in a transaction is calculated using the following formula: Maximum Potential Issuance of New Votes Pre-transaction Votes Outstanding The numerator of this equation should contain the voting power of all securities initially issued or potentially issuable or potentially exercisable or convertible into shares or common stock as a result of the transaction (e.g., earn-out clauses, penalty provisions, equity compensation awards assumed or in assumed plans, etc.). In calculating the denominator, the company should not include any convertible securities that are not permitted to vote on an as converted basis. To determine the voting power of a company with a multiple class structure, start by obtaining the number of outstanding shares in each class of voting securities, whether or not publicly traded. Then, multiply the number of votes per share for each class of securities by the number of outstanding shares to obtain the total number of votes fo
