Aggregate Common Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all shares of Company Common Stock issued or issuable upon conversion of all shares of Company Preferred Stock which participate with the Company Common Stock in the Merger and upon exercise, conversion or exchange of all unvested and vested Company Options, Company Warrants and Company Stock Purchase Rights which are not exercised, converted, exchanged or expired as of the Effective Time).
Aggregate Common Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
Aggregate Common Number means the sum of (1) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (2) the number of shares of Company Common Stock issuable upon exercise, conversion or exchange of any security of the Company issued and outstanding as of the Effective Time that is exercisable, convertible or exchangeable into Company Common Stock (including Company Stock Options (as hereinafter defined)) whether by the terms of such security or pursuant to an agreement with the holder thereof to convert or exchange such security.
Examples of Aggregate Common Number in a sentence
If the facts were the same but the Aggregate Common Number were 1,500, then the calculation would be ($2,000,000 / $2.50) /1,500 = 533.33, so each share of Company Common Stock would be exchanged for 533.33 shares of Parent's Common Stock.
For illustrative purposes only, if the Original Purchase Price were $2,000,000, the Fair Value Per Share were $2.50 and the Aggregate Common Number were 3,400,000, then the Exchange Ratio would be ($2,000,000 / $2.50) / 3,400,000 = .23529, so each share of Company Common Stock would be exchanged for .23529 shares of Parent's Common Stock.
The "Aggregate Common Number" ----------------------- ----------------------- shall mean the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
The "Exchange Ratio" shall mean the -------------- -------------- quotient obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
The "Exchange Ratio" shall mean the quotient -------------- obtained by dividing (i) (X) the Original Purchase Price divided by (Y) the Fair Value Per Share as of the Effective Date by (ii) the Aggregate Common Number.
More Definitions of Aggregate Common Number
Aggregate Common Number has the meaning specified in Section 1.7.
Aggregate Common Number means the aggregate number of shares of Company Common outstanding immediately prior to the Effective Time (including all shares of Company Common issued or issuable upon exercise, conversion or exchange of all unvested and vested Company Options or Company Common Warrants outstanding immediately prior to the Effective Time that do not terminate or expire unexercised, unexchanged or unconverted as of the Effective Time).
Aggregate Common Number means the aggregate number of shares of USSC Common Stock that are (or would be) outstanding immediately before the Effective Time (including all shares of USSC Common Stock issued or issuable upon conversion of all shares of USSC Preferred Stock and upon exercise, conversion or exchange in full of all unvested and vested USSC Options, USSC Warrants and USSC Stock Purchase Rights that remain outstanding and are not exercised, converted, exchanged or expired as of the Effective Time).
Aggregate Common Number means the sum of (A) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; (B) the total number of shares of Company Common Stock that are issuable upon the conversion of any shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time; (C) the total number of shares of Company Common Stock that are issuable upon the conversion of any shares of Company Preferred Stock that are issuable upon the exercise in full of all warrants to acquire shares of Company Preferred Stock that are outstanding immediately prior to the Effective Time; and (D) the total number of shares of Company Capital Stock that are issuable upon the conversion or exercise in full of all convertible securities or options (vested and unvested), warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time other than convertible securities or warrants referred to in clauses "(B)" or "(C)" of this sentence; provided, however, that notwithstanding anything to the contrary contained in this paragraph: (1) no shares, warrants, options or rights shall be counted more than one time in calculating "Aggregate Common Number"; and (2) "Aggregate Common Number" shall not include any shares of Company Capital Stock issuable pursuant to that certain convertible promissory note dated January 22, 1996 between the Company and GemPlus to the extent that such note is repaid prior to the Closing. In the event that the Company obtains and presents to Parent prior to the Closing Date, a written acknowledgment and agreement reasonably satisfactory to Parent and its auditors, executed by Microsoft Corporation ("MICROSOFT"), to the effect that all or any portion of the warrant to purchase shares of Series E Preferred Stock of the Company dated December 5, 1997 held by Microsoft (the "MICROSOFT WARRANT") and all or any portion of the option to purchase shares of Common Stock of the Company dated December 5, 1997 held by Microsoft (the "MICROSOFT OPTION") are not exercisable as of the Closing Date, then the shares of Company Capital Stock subject to any portion of the Microsoft Warrant and/or the Microsoft Option, as the case may be, which Microsoft stipulates is not exercisable as of the Closing Date, will be excluded from the Aggregate Common Number.
Aggregate Common Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all shares of Company Common Stock issued or issuable upon exercise, conversion or exchange in full of all Company Warrants or other Equity Equivalents (including shares of Company Preferred Stock) that are not exercised, converted, exchanged or expired as of the Effective Time, excluding all unvested and vested Company Options); provided, however, that unvested Company Options that will never vest pursuant to their terms as of and after the Effective Time and are held by Company employees that are not Continuing Employees shall not be included in the Aggregate Common Number.
Aggregate Common Number means the aggregate number of Lanacom Common Shares and other voting securities outstanding immediately prior to the Closing Time.
Aggregate Common Number means the aggregate number of shares of Company Common Stock which are (or would be) outstanding immediately prior to the Effective Time (including all shares of Company Common Stock issued or issuable upon conversion of all shares of Company Preferred Stock and upon exercise, conversion or exchange in full or all unvested and vested Company Stock Options, Company Warrants and other Company Rights (as defined below) which remain outstanding and are not exercised, converted, exchanged or expired as of the Effective Time, excluding the Convertible Subordinated Promissory Notes); provided, that solely for purposes of calculating the Aggregate Common Number, it shall be assumed (i) that all such Company Stock Options, Company Warrants and other Company Rights are exercised in full by means of a cash exercise and not be means of a net exercise, whether or not such Company Stock Options, Company Warrants and other Company Rights are in fact so exercised, and (ii) the number of Company Stock Options outstanding as of the Effective Time shall equal (A) the number of Company Stock Options outstanding as of the date of this Agreement, (B) plus the number of Company Stock Options granted after the date of this Agreement, (C) minus the number of Company Stock Options cancelled after the date of this Agreement in connection with bona fide terminations of Company employees, and (D) minus the number of Company Stock Options exercised for shares of Common Stock (to the extent that the resulting shares are issued and outstanding as of the Effective Time).