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I was reading up on some investment agreements and I came upon the following paragraph from one of the agreements:

If there is a Coin or Token Sale before the expiration or termination of this Agreement, the Company must convert all or any part of the Purchase Amount to Common Stock at a conversion price equal to the Discount Percentage multiplied by the Company’s valuation determined through mutual agreement or a 409A valuation from Carta.com or another party expressly approved by the Investor, divided by the Company Capitalization, before the commencement of the Token Sale.

So I am trying to understand the paragraph by using examples and I actually don't understand what company capitalization would be in this case. I am using Purchase amount to be $100,000, Company valuation to be $7,000,000 and Discount percentage is 10%. With those numbers the formula come out to be (90% x 70M) / Company Capitalization.

My question is in this formula what does company capitalization mean and how do I calculate a value for it?

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Company capitalization is an accounting concept that refers to the capital affirmatively invested by owners in a company. While it is sometimes used in a broader sense to refer to shareholder equity (i.e. assets less liabilities), the more strict sense would be to refer to money in while excluding appreciation and "going concern value." For example, in the context of "piercing the corporate veil" or fraudulent transfer litigation, one talks about a corporation being "undercapitalized" because the owners have made little equity investment in the company even if they have significant debt investments in it.

On the other hand, the "market capitalization" if a publicly held company is equal to all outstanding ownership units of the company in all classes times the fair market value of each unit of ownership of each outstanding class of ownership. In other words, basically what it would cost to buy 100% of the equity units in a company all at once at current fair market value.

It isn't perfectly clear from the limited context in this quote which meaning is intended. Often a document like this one in the fully text version would have a definitions section defining terms such as these.

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  • I have a UK Limited Company with 100 shares of £1 each. So whatever that company is actually worth, whether it makes millions or loses millions, the "company capitalisation" would be £100, right? – gnasher729 Jun 2 at 10:54
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    That’s an interesting point about the different ways the word capitalisation is used. – Lawrence Jun 2 at 16:45
  • @gnasher729 It isn't clear to me, without more information, which sense is intended in the quoted material. – ohwilleke Jun 2 at 18:56

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