Outstanding Company Common Shares definition

Outstanding Company Common Shares has the meaning given such term in the definition of “Change in Control.”

Outstanding Company Common Shares means the Total Outstanding Shares amount less (i) the aggregate number of Shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing, and less (ii) the aggregate number of Shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities (including the Convertible Note) into Series B Preferred Stock which are issued and outstanding as of the Closing.

Outstanding Company Common Shares means, as of the date of determination, the total number of outstanding Company Common Shares and Company Common Shares subject to outstanding Company Options, minus the sum of (1) any Company Common Shares held to the knowledge of the Company in the names of broker-dealers or nominees of broker-dealers, and (2) any Company Common Shares and such Company Options controlled by any one Person who controls directly or indirectly 50 percent or more of the outstanding Company Common Shares. "Exemption Conditions" means, as of a date of determination, each of the following conditions: (A) no Equity Interests (other than Company Common Shares issued upon the exercise of Company Options outstanding on the date hereof), or Commitments to acquire Equity Interests, in the Company shall have been issued or redeemed after the date hereof and prior to or on such date of determination, (B) between the date hereof and such date of determination, no stockholder of the Company shall have acquired direct or indirect control of additional Company Common Shares, such that such stockholder then controls directly or indirectly 50% or more of the outstanding Company Common Shares, and (C) the sum of (1) the number of Company Common Shares or Company Options to acquire Company Common Shares held on the date hereof by Persons who have addresses without the State of California and which prior to or on such date of determination shall have become held by Persons who have addresses within the State of California (including by means of a change of address of record of any such a Person or upon the exercise of any such Company Option), plus (2) the quotient of (x) the number of Company Common Shares held on the date hereof by Persons who have addresses without the State of California which are then held to the knowledge of the Company in the names of broker-dealers or nominees of broker-dealers, divided by (y) four; shall be less than 100,000.

Examples of Outstanding Company Common Shares in a sentence

• In no event shall a Change in Control occur by reason of ownership of Shares, Voting Securities, Outstanding Company Common Shares, or Outstanding Company Voting Securities by ACE Limited and/or any successor or Affiliate of ACE Limited.

• The acquisition (disregarding any Excluded Acquisitions) by any Person of ownership of any Voting Securities if, immediately after such acquisition, such Person has ownership of more than twenty-five percent (25%) of either the Outstanding Company Common Shares, or the combined voting power of the Outstanding Company Voting Securities.

• The term "Outstanding Company Common Shares" as of any date means the then outstanding common shares, of whatever subclass or series, of the Company.

• No dividends or other distributions with respect to capital stock of the Surviving Company with a record date after the Effective Time of Merger I shall be paid to the holder of any unsurrendered certificate(s) representing Outstanding Company Common Shares or Outstanding Company Preferred Shares, including Dissenting Shares.

• Notwithstanding anything to the contrary in this Agreement, if any holder of Outstanding Company Common Shares or Outstanding Company Preferred Shares is not an “accredited investor” as defined in Regulation D promulgated under the Securities Act, such holder shall be entitled to receive its allocation of the Merger Consideration in all cash in lieu of an allocation of cash and Parent Common Stock.

• Any such amounts of Closing Date Merger Consideration unclaimed by holders of Outstanding Company Common Shares or Outstanding Company Preferred Shares immediately prior to such time when such amounts would otherwise escheat to or become property of a Governmental Authority shall become the property of Parent.

• The "FINAL MERGER CONSIDERATION" shall be an amount equal to the quotient (rounded to the nearest $0.01) obtained by dividing (i) an amount equal to the sum of Twenty-Four Million Six Hundred Thousand Dollars ($24,600,000) plus actual Net Working Capital (determined in accordance with Section 2.7(b)) by (ii) Outstanding Company Common Shares.

• Notwithstanding the foregoing, none of Parent, the Surviving Company, or the Paying Agent shall be liable to holders of Outstanding Company Common Shares or Outstanding Company Preferred Shares for any amounts paid to a public official pursuant to pursuant to any applicable abandoned property, escheat or similar laws.

• At the time of writing the compliance plan, NRG was waiting for Union Gas Representatives to complete the roll- out of government-funded abatement programs in areas outside of its franchise.

• Notwithstanding the foregoing, Accrued Interest included in the Deferred Cash Consideration will be allocated and paid to each holder of Outstanding Company Common Shares, holder of Outstanding Company Preferred Shares, NAI Optionholders, Select Employee Optionholders and Remaining Optionholders pro rata in accordance with their relative entitlements to the Deferred Cash Consideration (without giving effect to Accrued Interest).

More Definitions of Outstanding Company Common Shares

Outstanding Company Common Shares means the aggregate number of shares of Company Common Stock issued and outstanding as of immediately prior to the Closing.

Outstanding Company Common Shares means the Total Outstanding Shares amount less the sum of (i) the Outstanding Series A Preferred Stock Number, plus (ii) the Outstanding Series B Preferred Stock Number, plus (iii) the Outstanding Series C Preferred Stock Number, plus (iv) the Outstanding Series D Preferred Stock Number. "Outstanding Series A Preferred Stock Number" is the aggregate number of shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series B Preferred Stock Number" is the aggregate number of shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series B Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series C Preferred Stock Number" is the aggregate number of shares of Company Series C Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series C Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series D Preferred Stock Number" is the aggregate number of shares of Company Series D Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series D Preferred Stock which are issued and outstanding as of the Closing.

Outstanding Company Common Shares means the Total Outstanding Shares amount less (i) the aggregate number of Shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing, and less (ii) the aggregate number of Shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series B Preferred Stock which are issued and outstanding as of the Closing.

Outstanding Company Common Shares means as of the time of determination, the outstanding Company Common Shares as of such time, including any Company Common Shares into which the outstanding Convertible Securities as of such time are convertible (treating such Convertible Securities as a number of outstanding Company Common Shares for which or into which such Convertible Securities may at the time be converted for all purposes of this Agreement except as otherwise specifically set forth herein). Outstanding Company Common Shares does not include (i) Company Common Shares issuable upon exercise of Options or Warrants or (ii) any Company Common Shares to be issued pursuant to the Plan on a deferred basis following the Effective Date as contemplated by the Plan, in each case, which have not actually been issued as of the time of determination.

Outstanding Company Common Shares means the aggregate number of Company Common Shares plus the maximum aggregate number of shares issuable upon full exercise, exchange or conversion of all Company Options, Company Warrants and any other rights whether vested or unvested convertible into, exercisable for or exchangeable for, Company Common Shares issued and outstanding immediately prior to the Initial Closing, on an as converted to Company Common Shares basis. Notwithstanding the foregoing, Outstanding Company Common Shares shall not include any Company Common Shares issuable upon the exercise of Company Options or Company Warrants that are cancelled concurrently with or prior to the Initial Closing to the extent not exercised.