Excess Conversion Shares definition

Excess Conversion Shares means, prior to receipt of any Requisite Stockholder Approval, in connection with any conversion of shares of Preferred Stock (disregarding for this purpose the last sentence of Section 6(a)(i)(B)), those shares of Common Stock (if any) that would result in the number of shares of Common Stock issued in such conversion (when taken together with all shares of Common Stock previously issued in connection with any conversion of shares of Preferred Stock) exceeding 12,071,937.
Sample 1Sample 2Sample 3
Excess Conversion Shares means, with respect to each conversion of this Note (in whole or in part) during the Authorized Share Conversion Restriction Period, including, for the avoidance of doubt, each Major Transaction Conversion in respect of a Company Share Major Transaction, the number of Conversion Shares (if any) issuable upon such conversion (disregarding for such purpose the Beneficial Ownership Cap, the Cap Allocation Amount, the existence of the Authorized Share Conversion Restriction Period and any other limitations on conversion herein or elsewhere and without regard to whether or not a sufficient number of shares are authorized, reserved and available to effect any such conversion and issuance) in excess of the Cap Allocation Amount in effect immediately prior to such conversion.
Sample 1Sample 2Sample 3
Excess Conversion Shares means, with respect to any conversion of the Series A Notes in accordance with Article 14 or Article 15 as of any date of determination, the excess, if any, of (x) the number of Conversion Shares issuable upon such conversion (disregarding for such purpose the Beneficial Ownership Cap, the NYSE Share Cap, the Remaining NYSE Share Cap Amount and any other restriction or limitation on conversion) over (y) the Remaining NYSE Share Cap Amount as of such date.
Sample 1Sample 2Sample 3

Examples of Excess Conversion Shares in a sentence

  • For the avoidance of doubt, the Holders of shares of Preferred Stock shall not be entitled to any voting rights in respect of any Excess Conversion Shares prior to the Requisite Stockholder Approval.

  • For the avoidance of doubt, the Holder shall not be required to specify (in a Conversion Notice or otherwise) whether a conversion would result in Excess Conversion Shares or require payment of a Cash Settlement Amount.

  • Notwithstanding anything to the contrary contained in this Certificate, prior to the Requisite Stockholder Approval, in no event shall the number of shares of Preferred Stock converted pursuant to this Section 6(a)(i)(B) result in the issuance of any Excess Conversion Shares (when taken together with all shares of Common Stock previously issued in connection with any conversion of shares of Preferred Stock or any exercise of Warrants).

  • The Corporation will at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting conversions of the Preferred Stock into shares of Common Stock, a number of shares of Common Stock equal to 110% of the number of shares of Common Stock issuable upon conversion of all then outstanding shares of Preferred Stock (including any Excess Conversion Shares and disregarding for this purpose the last sentence of Section 6(a)(i)(B) ).

  • The limitation in this paragraph 4(d) will not apply if the Company obtains stockholder approval to issue the Individual Excess Conversion Shares as required by the NASDAQ’s Marketplace Rules, provided that such approval is in accordance with NASDAQ Stock Market Rule 5635 (or its successor).

  • For the avoidance of doubt, no Holder shall be required to specify (in a Conversion Notice or otherwise) whether a conversion would result in Excess Conversion Shares or require payment of a Cash Settlement Amount.

  • The limitation in this paragraph 4(c) will not apply if the Company obtains stockholder approval to issue the Excess Conversion Shares as required by the NASDAQ’s Marketplace Rules, provided that such approval is in accordance with NASDAQ Stock Market Rule 5635 (or its successor).

  • The Corporation will at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting conversions of the Preferred Stock into shares of Common Stock, a number of shares of Common Stock equal to 110% of the number of shares of Common Stock issuable upon conversion of all then outstanding shares of Preferred Stock (including any Excess Conversion Shares and disregarding for this purpose the last sentence of Section 6(a)(i)(B)).

  • If the holder of this Note believes that the conversion of this Note pursuant to Section 2(a) on March 14, 1997 would result in the issuance of any Excess Conversion Shares, the holder of this Note may, by written notice to the Company on or after March 1, 1997, extend the maturity of this Note to such date on or before March 15, 2007 as such holder shall designate, but only with respect to so much of the principal amount of this Note as constitutes Excess Principal Amount as of March 14, 1997.

  • The Preferred Shares will vote with the common stock as a single class on all matters submitted to a vote of stockholders of the Corporation other than any proposal to approve the issuance of the Excess Conversion Shares or any shares in excess of the Individual Holder Share Cap.


More Definitions of Excess Conversion Shares

Excess Conversion Shares has the meaning set forth in Section 8(a).
Sample 1
Excess Conversion Shares means, prior to receipt of any Requisite Stockholder Approval, in connection with any conversion of shares of Preferred Stock (disregarding for this purpose the last sentence of Section 6(a)(i)(B)), that number of shares (and only that number of shares) of Common Stock (if any) that would result in the Holder thereof, when taken together with all other shares of Common Stock Beneficially Owned by such Holder as of the time of such conversion, Beneficially Owning Voting Stock of the Corporation exceeding 19.9% of the Stockholder Voting Power; provided that if the calculation of Excess Conversion Shares determined prior to giving effect to this proviso would allow for a conversion of the Preferred Stock into a number of shares of Common Stock that exceeds the maximum number of shares of Common Stock that may then be issued in such conversion of Preferred Stock in accordance with the listing requirements and policies of NYSE absent the receipt of the Requisite Stockholder Approval, the “Excess Conversion Shares” shall instead be that number of shares (and only that number of shares) of Common Stock (if any) that would, in connection with any conversion of all shares of Preferred Stock and disregarding for this purpose the last sentence of Section 6(a)(i)(B), result in a violation of the listing requirements and policies of NYSE absent the receipt of the Requisite Stockholder Approval.
Sample 1

Related to Excess Conversion Shares

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.