Outstanding Company Common Shares definition

Outstanding Company Common Shares has the meaning given such term in the definition ofChange in Control.”
Outstanding Company Common Shares means, as of the date of determination, the total number of outstanding Company Common Shares and Company Common Shares subject to outstanding Company Options, minus the sum of (1) any Company Common Shares held to the knowledge of the Company in the names of broker-dealers or nominees of broker-dealers, and (2) any Company Common Shares and such Company Options controlled by any one Person who controls directly or indirectly 50 percent or more of the outstanding Company Common Shares. "Exemption Conditions" means, as of a date of determination, each of the following conditions: (A) no Equity Interests (other than Company Common Shares issued upon the exercise of Company Options outstanding on the date hereof), or Commitments to acquire Equity Interests, in the Company shall have been issued or redeemed after the date hereof and prior to or on such date of determination, (B) between the date hereof and such date of determination, no stockholder of the Company shall have acquired direct or indirect control of additional Company Common Shares, such that such stockholder then controls directly or indirectly 50% or more of the outstanding Company Common Shares, and (C) the sum of (1) the number of Company Common Shares or Company Options to acquire Company Common Shares held on the date hereof by Persons who have addresses without the State of California and which prior to or on such date of determination shall have become held by Persons who have addresses within the State of California (including by means of a change of address of record of any such a Person or upon the exercise of any such Company Option), plus (2) the quotient of (x) the number of Company Common Shares held on the date hereof by Persons who have addresses without the State of California which are then held to the knowledge of the Company in the names of broker-dealers or nominees of broker-dealers, divided by (y) four; shall be less than 100,000.
Outstanding Company Common Shares means the aggregate number of shares of Company Common Stock issued and outstanding as of immediately prior to the Closing.

Examples of Outstanding Company Common Shares in a sentence

  • The acquisition (disregarding any Excluded Acquisitions) by any Person of ownership of any Voting Securities if, immediately after such acquisition, such Person has ownership of more than twenty-five percent (25%) of either the Outstanding Company Common Shares, or the combined voting power of the Outstanding Company Voting Securities.

  • In no event shall a Change in Control occur by reason of ownership of Shares, Voting Securities, Outstanding Company Common Shares, or Outstanding Company Voting Securities by ACE Limited and/or any successor or Affiliate of ACE Limited.

  • The term "Outstanding Company Common Shares" as of any date means the then outstanding common shares, of whatever subclass or series, of the Company.

  • No dividends or other distributions with respect to capital stock of the Surviving Company with a record date after the Effective Time of Merger I shall be paid to the holder of any unsurrendered certificate(s) representing Outstanding Company Common Shares or Outstanding Company Preferred Shares, including Dissenting Shares.

  • Notwithstanding anything to the contrary in this Agreement, if any holder of Outstanding Company Common Shares or Outstanding Company Preferred Shares is not an “accredited investor” as defined in Regulation D promulgated under the Securities Act, such holder shall be entitled to receive its allocation of the Merger Consideration in all cash in lieu of an allocation of cash and Parent Common Stock.

  • Any such amounts of Closing Date Merger Consideration unclaimed by holders of Outstanding Company Common Shares or Outstanding Company Preferred Shares immediately prior to such time when such amounts would otherwise escheat to or become property of a Governmental Authority shall become the property of Parent.

  • However, alternative sustainability paradigms support alternative demand policies (e.g., weak sustainability and a-growth support changes in γ; de-growth supports changes in β).

  • The "FINAL MERGER CONSIDERATION" shall be an amount equal to the quotient (rounded to the nearest $0.01) obtained by dividing (i) an amount equal to the sum of Twenty-Four Million Six Hundred Thousand Dollars ($24,600,000) plus actual Net Working Capital (determined in accordance with Section 2.7(b)) by (ii) Outstanding Company Common Shares.

  • The record title owners, number of Outstanding Company Common Shares owned and the certificate numbers of those Outstanding Company Common Shares are set forth on Schedule 2.7(a).

  • Notwithstanding the foregoing, none of Parent, the Surviving Company, or the Paying Agent shall be liable to holders of Outstanding Company Common Shares or Outstanding Company Preferred Shares for any amounts paid to a public official pursuant to pursuant to any applicable abandoned property, escheat or similar laws.


More Definitions of Outstanding Company Common Shares

Outstanding Company Common Shares means the Total Outstanding Shares amount less the sum of (i) the Outstanding Series A Preferred Stock Number, plus (ii) the Outstanding Series B Preferred Stock Number, plus (iii) the Outstanding Series C Preferred Stock Number, plus (iv) the Outstanding Series D Preferred Stock Number. "Outstanding Series A Preferred Stock Number" is the aggregate number of shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series B Preferred Stock Number" is the aggregate number of shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series B Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series C Preferred Stock Number" is the aggregate number of shares of Company Series C Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series C Preferred Stock which are issued and outstanding as of the Closing. "Outstanding Series D Preferred Stock Number" is the aggregate number of shares of Company Series D Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series D Preferred Stock which are issued and outstanding as of the Closing.
Outstanding Company Common Shares means the Total Outstanding Shares amount less (i) the aggregate number of Shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing, and less (ii) the aggregate number of Shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities (including the Convertible Note) into Series B Preferred Stock which are issued and outstanding as of the Closing.
Outstanding Company Common Shares means the Total Outstanding Shares amount less (i) the aggregate number of Shares of Company Series A Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series A Preferred Stock which are issued and outstanding as of the Closing, and less (ii) the aggregate number of Shares of Company Series B Preferred Stock issued and outstanding as of the Closing, or which are issuable upon the exercise of any unexercised rights to convert Company Convertible Securities into Series B Preferred Stock which are issued and outstanding as of the Closing.
Outstanding Company Common Shares means as of the time of determination, the outstanding Company Common Shares as of such time, including any Company Common Shares into which the outstanding Convertible Securities as of such time are convertible (treating such Convertible Securities as a number of outstanding Company Common Shares for which or into which such Convertible Securities may at the time be converted for all purposes of this Agreement except as otherwise specifically set forth herein). Outstanding Company Common Shares does not include (i) Company Common Shares issuable upon exercise of Options or Warrants or (ii) any Company Common Shares to be issued pursuant to the Plan on a deferred basis following the Effective Date as contemplated by the Plan, in each case, which have not actually been issued as of the time of determination.
Outstanding Company Common Shares means the aggregate number of Company Common Shares plus the maximum aggregate number of shares issuable upon full exercise, exchange or conversion of all Company Options, Company Warrants and any other rights whether vested or unvested convertible into, exercisable for or exchangeable for, Company Common Shares issued and outstanding immediately prior to the Initial Closing, on an as converted to Company Common Shares basis. Notwithstanding the foregoing, Outstanding Company Common Shares shall not include any Company Common Shares issuable upon the exercise of Company Options or Company Warrants that are cancelled concurrently with or prior to the Initial Closing to the extent not exercised.

Related to Outstanding Company Common Shares

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

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Company Common Shares means the common shares in the capital of the Company.

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

  • Outstanding Shares means Shares shown in the books of the Trust or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Trust and which are held in the treasury of the Trust.

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

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

  • Company Outstanding Shares means the total number of shares of the Company Common Stock, including all shares underlying the Company Restricted Stock Units, that are issued and outstanding as of immediately prior to the Offer Closing Time, and assuming the exercise of all In-the-Money Options outstanding as of the Effective Time. No Out-of-the-Money Options shall be included in the total number of shares of the Company Common Stock outstanding for purposes of determining the Company Outstanding Shares.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

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

  • Class B Common Shares means shares of the Class B Common Stock, par value $.01 per share, of the Company.

  • Common Shares means the common shares in the capital of the Corporation;

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

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

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

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

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

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

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

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

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

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

  • Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.

  • Borrower Common Stock means the common stock of the Borrower.

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