As-Exchanged Basis definition
As-Exchanged Basis means a calculation of the Class A Shares outstanding and/or the Class A Shares owned, as applicable, assuming that all outstanding Paired Interests that are exchangeable for Class A Shares pursuant to the Exchange Agreement are so exchanged (and, for the avoidance of doubt, without giving effect to any contractual or other limitation on the conversion or exchange of such Paired Interests that may be in effect from time to time).
As-Exchanged Basis has the meaning set forth in the definition of Post-IPO Shares.
As-Exchanged Basis means (i) with respect to the Common Stock, all of the then outstanding shares of Common Stock plus the aggregate number of shares of Common Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class A Stock of LDR Medical SAS, a company organized under the laws of the French Republic (“LDR Medical”), for shares of Common Stock pursuant to the Put-Call Agreement, (ii) with respect to the Preferred Stock, all of the then outstanding shares of shares of Preferred Stock plus the aggregate number of shares of Preferred Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class B, Class C and Class D Stock of LDR Medical for shares of Series A-2 Preferred Stock pursuant to the Put-Call Agreement, (iii) with respect to the Registrable Securities, all of the shares of Common Stock issuable upon the conversion of the then outstanding shares of shares of Preferred Stock plus the aggregate number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class B, Class C and Class D Stock of LDR Medical for shares of Series A-2 Preferred Stock pursuant to the Put-Call Agreement.
Examples of As-Exchanged Basis in a sentence
From and after the Effective Time through the Charter Amendment Time, no Limited Partner shall be permitted to Transfer any Unit if, upon completion of such proposed Transfer, the Transfer restrictions set forth on Schedule 4 hereto would be violated, applying such Transfer restrictions on an As-Exchanged Basis.
The term “Requesting Equity Holders” means Equity Holders that submit a request pursuant to this Section 2(a) and who hold, in the aggregate, Registrable Shares representing (A) in the aggregate at least 20% of the Common Stock outstanding at such time on an As-Exchanged Basis or (B) representing a majority of the Registrable Securities outstanding on an As-Exchanged Basis.
The terms and provisions of this Agreement may not be modified or amended, nor may any provision be waived, except pursuant to a writing signed by the Company, the Equity Holders holding at least a majority of the Registrable Shares then outstanding on an As-Exchanged Basis, and each of the following who continues to hold Registrable Securities: the Investors, Mercury Holdings and Mercury II.
More Definitions of As-Exchanged Basis
As-Exchanged Basis has the meaning set forth in the definition of “Pro Rata Ownership Interest”.
As-Exchanged Basis means, when used in reference to Notes, whether at the time of a determination of the number of Shares or otherwise, that number of Shares for which such Notes may then be exchanged based upon the exchange rights of the Notes as adjusted pursuant to Section 10.2.
As-Exchanged Basis means a calculation of the shares of Common Stock outstanding or the shares of Common Stock owned, as applicable, assuming that all outstanding limited liability company units of MPS LLC that are exchangeable for shares of Common Stock are so exchanged.
As-Exchanged Basis means a calculation of the Convertible Preferred Shares owned by the SL/PG Shareholders assuming that all outstanding Convertible Preferred Shares that are exchangeable for Common Shares pursuant to the Conversion Agreement are so exchanged (and, for the avoidance of doubt, without giving effect to any contractual or other limitation on the exchange of such Convertible Preferred Shares that may be in effect from time to time).
As-Exchanged Basis means (i) with respect to the Common Stock, all of the then outstanding shares of Common Stock plus the aggregate number of shares of Common Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class A Stock of LDR Medical SAS., a company organized under the laws of the French Republic (“LDR Medical”) for shares of Common Stock pursuant to the Amended and Restated Put-Call Agreement dated as of September 11, 2007 by and between the Company, LDR Medical and each shareholder and holder of warrants to acquire shares of LDR Medical, (the “Put-Call Agreement”), and (ii) with respect to the Company’s Preferred Stock, all of the then outstanding shares of shares of Preferred Stock plus the aggregate number of shares of Preferred Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class B, Class C and Class D Stock of LDR Medical for shares of Series A-2 Preferred Stock pursuant to the Put-Call Agreement.
As-Exchanged Basis means (i) with respect to the Common Stock, all of the then outstanding shares of Common Stock plus the aggregate number of shares of Common Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares of Class A Stock of LDR Médical SAS (“LDR Medical”) for shares of Common Stock pursuant to the Put-Call Agreement and (ii) with respect to the Preferred Stock, all of the then outstanding shares of shares of Preferred Stock plus the aggregate number of shares of Preferred Stock issuable upon the exercise of the outstanding options to exchange the then outstanding shares or Class B, Class C and Class D Stock of LDR Medical for shares of Series A-2 Preferred Stock pursuant to the Put-Call Agreement, on an as-converted to Common Stock basis.
As-Exchanged Basis means, with respect to the calculation of any shares of Series A Preferred Stock or shares of Parent Common Stock, the amount of shares of Series A Preferred Stock or shares of Parent Common Stock, as applicable, outstanding assuming the exchange in full of the outstanding shares of Series A Preferred Stock for shares of Parent Common Stock calculated without regard to any provision in the Certificate of Designations that would either (x) cause any shares of Parent Common Stock otherwise issuable upon such exchange to be paid in cash in lieu of shares of Parent Common Stock; or (y) limit the ability of any holder of Series A Preferred Stock from exercising its right to exchange such Series A Preferred Stock.