Aggregate Parent Common Stock Number definition

Aggregate Parent Common Stock Number means 25,600,000. The term "Outstanding Company Stock Number" shall mean the number of shares of Company Common Stock outstanding on the Closing Date, after giving effect to all stock option exercises contemplated hereby. The term "Aggregate Cash Number" shall mean the lesser of (I) $30,000,000, and (II) the amount of cash distributed to Parent from the Trust Fund at the Closing (after payment to those stockholders of Parent who elect to have their shares converted to cash in accordance with Parent's Charter Documents (as defined in Section 2.1(a)), less the sum of all expenses reasonably incurred by Parent in connection with the transaction contemplated hereby, and less the sum of $1,000,000 which shall be retained by Parent for working capital requirements."
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Aggregate Parent Common Stock Number. Section 1.6(a) "Aggregate Threshold" Section 5.3(b)
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Aggregate Parent Common Stock Number means the number of Closing Date Shares, less, if any, (A) 181.818 shares for each $1,000 by which the Closing Working Capital of the Company is less than $8,000,000 and (B) 145,454.545 shares for each $100,000 by which the LTM EBITDA is less than $6,600,000. Subject only to Sections 8.1(c)(ii) and 10.2(g) hereof, and notwithstanding anything else herein, the Aggregate Parent Common Stock Number, after giving effect to clauses (A) and (B) of this subsection (ii) shall not, regardless of any adjustments above, be deemed to be less than 90% of the amount of Closing Date Shares.
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More Definitions of Aggregate Parent Common Stock Number

Aggregate Parent Common Stock Number means that number of shares of Parent Common Stock equal to the greater of (x) $160,000,000 divided by 115% of the average closing price of the Parent Common Stock for the ten trading days immediately prior to the Closing and (y) 25,600,000. The term "Outstanding Company Stock Number" shall mean the number of shares of Company Common Stock outstanding on the Closing Date, after giving effect to all stock option exercises contemplated hereby. The term "Aggregate Cash Number" shall mean the lesser of (I) $30,000,000, and (II) the amount of cash distributed to Parent from the Trust Fund at the Closing (after payment to those stockholders of Parent who elect to have their shares converted to cash in accordance with Parent's Charter Documents (as defined in Section 2.1(a)), less the sum of all expenses reasonably incurred by Parent in connection with the transaction contemplated hereby, and less the sum of $1,000,000 which shall be retained by Parent for working capital requirements.
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Aggregate Parent Common Stock Number means 2,800,000 less the Stock Reduction Number. The "Outstanding Company Stock Number" shall mean the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, after giving effect to all exchanges of the Company's outstanding shares of preferred stock, par value $0.001 ("Company Preferred Stock") and exercises or conversions of other derivative securities into shares of Company Common Stock pursuant to Section 1.15 and including any shares subject to appraisal rights in accordance with Section 1.17. The "Stock Reduction Number" shall mean that number of shares of Parent Common Stock equal to one-fifth of the difference between the dollar amount of all accounts payable of the Company and the dollar amount of accounts payable of the Company due within 30 days, all determined as of the close of business on the last business day of the month preceding the month in which the Closing Date occurs. In no event shall the Stock Reduction Number exceed 300,000 shares.
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Aggregate Parent Common Stock Number. Section 1.5(a) "Agreement" Section 1.2 "Allocation Percentage" Section 1.19(b) "Approvals" Section 2.1(a) "Audited Financial Statements" Section 2.7(a) "Blue Sky Laws" Section 1.13(c) "Capitalization Amendment" Section 5.1(a) "Certificate of Merger" Section 1.2 "Charter Documents" Section 2.1(a) "Closing" Section 1.2 "Closing Date" Section 1.2 "Code" Recital C "Committee" Section 1.14(a) "Company" Heading "Company Certificates" Section 1.6(c) "Company Closing Certificate" Section 6.3(a) "Company Common Stock" Section 1.5(a) "Company Contracts" Section 2.19(a) "Company Intellectual Property" Section 2.18 59
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Related to Aggregate Parent Common Stock Number

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Common Stock Outstanding means, at any given time, the number of shares of Common Stock issued and outstanding at such time.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Per Share Amount is defined in Section 1.1

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.