Number of Common Shares Deemed Outstanding definition

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (i) the number of shares of the Company's Common Stock outstanding at such time, and (ii) the number of shares of the Company's Common Stock deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time. For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be applicable:

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (x) the number of shares of the Corporation's Common Shares outstanding at such time, (y) the number of Common Shares of the Corporation issuable assuming conversion at such time of all outstanding shares of the Corporation's other series of convertible preferred stock, if any, and (z) the number of Common Shares of the Corporation deemed to be outstanding at such time under subparagraphs 7(g)(ii)(1) to (8)

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (i) the number of shares of Common Stock outstanding at such time, (ii) the number of shares of Common Stock issuable assuming conversion at such time of the Convertible Preferred Stock (as defined in the Company's Articles of Organization) and (iii) the number of shares of the Company's Common Stock deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time. For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be applicable:

Examples of Number of Common Shares Deemed Outstanding in a sentence

• For purposes of this Paragraph 3, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (i) the number of shares of the Company's Common Stock outstanding at such time, and (ii) the number of shares of the Company's Common Stock deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time.

• For purposes of this Section 6, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the number of Adjusted Outstanding Shares at such time (including (x) certain options, warrants and securities convertible into or exchangeable for shares of Common Stock and (y) without duplication, the number of shares of the Common Stock deemed to be outstanding under paragraphs 6(b)(1) to (9), inclusive, at such time, all in accordance with the provisions of this Section 6).

• The term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (i) the number of shares of Common Stock outstanding at such time, (ii) the number of shares of Common Stock issuable upon conversion or exchange at such time of all of the Company's outstanding securities that are then convertible into, or exchangeable for, Common Stock and (iii) the number of shares of the Company's Common Stock deemed to be outstanding under Section 7(b)(1) through (10) inclusive, at such time.

• For purposes of this Section 6, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the number of shares of Common Stock outstanding at such time on a fully diluted basis (including (x) all options, warrants and securities convertible into or exchangeable for shares of Common Stock and (y) without duplication, the number of shares of the Common Stock deemed to be outstanding under paragraphs 6(b)(1) to (9), inclusive, at such time).

• For purposes of this Section 6, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (x) the number of shares of Common Stock outstanding at such time, (y) the number of shares of Common Stock issuable assuming conversion at such time of the Corporation's Series A Preferred Stock and Series B Preferred Stock and (z) the number of shares of Common Stock deemed to be outstanding under subparagraphs 6(b)(1) to (9), inclusive, at such time.

More Definitions of Number of Common Shares Deemed Outstanding

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (i) the number of the Company' s Common Shares outstanding at such time, and (ii) the number of the Company's Common Shares deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time. For purposes of this Agreement, the term "Market Price" as of any day shall mean the average closing price of a Common Share or other security for the 15 consecutive trading days concluding on such day on the principal national securities exchange on which the Common Shares or securities are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company or, if the Common Shares or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined in good faith by the Board of Directors of the Company. For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be applicable:

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (x) the number of shares of the Corporation's Common Shares outstanding at such time, (y) the number of Common Shares of the Corporation issuable assuming conversion at such time of all outstanding shares of the Corporation's other series of convertible preferred stock, if any, and (z) the number of Common Shares of the Corporation deemed to be outstanding at such time under subparagraphs 7(g)(ii)(1) to (8), inclusive. For all purposes hereof, the term "Market Price," as to the Common Shares as of any specified date, shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day preceding such date in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Corporation; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Corporation and the holder of a majority of the shares of this Series then outstanding; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Corporation and the hol...

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (x) the number of shares of Common Stock outstanding at such time, (y) the number of shares of Common Stock issuable assuming conversion of all Aggregate Convertible Securities then outstanding and (z) the number of shares of Common Stock deemed to be outstanding under paragraphs 4(b)(i) to (ix), inclusive, at such time.

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (i) the number of shares of Common Stock outstanding at such time, (ii) the number of shares of Common Stock issuable assuming conversion of all Aggregate Convertible Securities then outstanding, and (iii) the number of shares of Common Stock deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time; and (b) the term "Aggregate Convertible Securities" shall mean all Options, Convertible Securities and any other securities of the Company which are convertible into or exchangeable for Common Stock. For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be applicable:

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (i) the number of Common Shares outstanding at such time, and (ii) the number of Common Shares deemed to be outstanding under subparagraphs (1) to (8) of this Paragraph 3, inclusive, at such time. For purposes of this Paragraph 3, inclusive, at such time. For purposes of this Paragraph 3, the term "Market Price" shall mean, as of any date, (a) for any period during which a security shall be listed for trading on a national securities exchange or on the Nasdaq Stock Market ("Nasdaq"), or (in the case of non-United States securities) similar securities exchange, the closing price per share of such security as of such day, or, in case no reported sale occurs on such trading day, the mean of the reported closing bid and asked prices per share for the prior five trading days ending on such day, (b) for any period during which such security shall not be so listed, but when prices for such security shall be reported by Nasdaq or similar system in the case of non-U.S. securities, the mean of the most recent average bid and asked prices per share as quoted by Nasdaq or such other system or (c) the market price per share of such security as determined by the Board of Directors of the Company (the "Board of Directors") as of the next preceding day, in the event neither (a) nor (b) above shall be applicable, or in the event the Board of Directors shall be in good faith determine that application of (a) or (b) would not result in a fair determination of the Market Price. For purposes of determining the adjusted Purchase Price under this Paragraph 3.1, the following subparagraphs (1) to (8), inclusive, shall be applicable:

Number of Common Shares Deemed Outstanding at any given time shall mean the sum of (x) the number of shares of Probex Common Stock outstanding at such time, and (y) the number of shares of Probex Common Stock deemed to be outstanding under Sections 3.2(1) to (9), inclusive, at such time.

Number of Common Shares Deemed Outstanding has the meaning set forth in Section 6(b)(iii).