Outstanding Company Shares definition

Outstanding Company Shares means the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.

Outstanding Company Shares means the sum of (a) the number of shares of Class A Common Stock, (b) the number of shares of Class L Common Stock and (c) the aggregate shares attainable upon exercise of Converted Options, in each case issued and/or outstanding, as the case may be, as of the Effective Time.

Outstanding Company Shares means those shares of Company Common Stock outstanding immediately prior to the Effective Time excluding (a) shares of Company Common Stock that are cancelled pursuant to Section 2.2(c), (b) Dissenting Shares (but only for so long as such shares remain Dissenting Shares), (c) shares exchanged in the Recapitalization and (d) any other shares of Company Common Stock owned directly or indirectly by the Purchaser. (c) In the event that the aggregate number of shares of Purchaser Common Stock issuable pursuant to the Stock Elections received by the Exchange Agent exceeds an amount equal to the Maximum Number of Purchaser Shares minus the number of shares of Purchaser Common Stock issuable pursuant to Standard Elections and Deemed Standard Elections, including any fractional shares of Purchaser Common Stock for which a cash adjustment shall be paid pursuant to Section 2.5(c) (such difference, the "Remaining Purchaser Shares"), each holder making a Stock Election shall receive, for each share of Company Common Stock held by such holder, (x) a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (i) the Remaining Purchaser Shares by (ii) the aggregate number of shares of Company Common Stock held by holders making Stock Elections (the "Stock Election Company Shares"), plus (y) cash in an amount equal to the quotient obtained by dividing (iii) the Remaining Stock Election Cash Amount (as defined below) by (iv) the Stock Election Company Shares. The "Remaining Stock Election Cash Amount" shall be equal to the Maximum Cash Amount minus the amount of cash payable pursuant to Standard Elections, Deemed Standard Elections and Cash Elections. (d) In the event that the aggregate amount of cash payable pursuant to Cash Elections received by the Exchange Agent exceeds the Maximum Cash Amount minus the aggregate amount of cash payable pursuant to Standard Elections and Deemed Standard Elections (such difference, the "Remaining Cash"), each holder making a Cash Election shall receive, for each share of Company Common Stock held by such holder, (x) cash in an amount equal to the quotient obtained by dividing the (i) Remaining Cash by (ii) the aggregate number of shares of Company Common Stock held by holders making Cash Elections (the "Cash Election Company Shares"), plus (y) a number of shares of Purchaser Common Stock equal to the quotient obtained by dividing (iii) the Remaining Cash Election Purchaser Shares (as defined below) by (iv) the C...

Examples of Outstanding Company Shares in a sentence

• After the Effective Time, there shall be no transfers of Outstanding Company Shares on the stock transfer books of the Company.

• According to a document titled “Three Years of Income and Expenses.pdf,” submitted by DCF to the WASC Senior College and University Commission (the accreditor for many western-based EDMC schools purchased by DCF), DCF represented that conversion to non- profit status means “that there will be more resources available to students and faculty for scholarships through a fully staffed development office, costs savings, and tax benefits.” See WSCUC Report, infra, at 24.

• The affirmative vote of the holders of a majority of the Outstanding Company Shares with respect to this Agreement and the Merger was the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement, the Merger and the transactions contemplated by this Agreement and the Merger.

• If, after the Effective Time, a valid certificate previously representing any Company Shares (a “Company Stock Certificate”) is presented to the Exchange Agent, the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and, if it represents Outstanding Company Shares, shall be exchanged as provided in Section 2.08.

• On the terms and subject to the conditions set forth in this Agreement, Buyer shall acquire all the Outstanding Company Shares by means of the Merger.

More Definitions of Outstanding Company Shares

Outstanding Company Shares has the meaning set forth in Section 2.1(a).

Outstanding Company Shares means as of the time of determination, the outstanding Company Shares as of such time, including any Company Shares into which the outstanding Convertible Securities as of such time are convertible (treating such Convertible Securities as a number of outstanding Company 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 Shares does not include Company Shares issuable upon exercise of Options or Warrants which have not actually been issued as of the time of determination. In determining Outstanding Company Shares owned by KKR or Silver Lake, in addition to the application of Section 11.1, (i) each of KKR, Silver Lake, Integral Capital, Capstone and Avago Partners shall be deemed to own their pro rata share of Company Equity Securities owned by Luxco based upon their ownership of Luxco equity securities and (ii) each of KKR and Silver Lake shall be deemed to own Company Equity Shares owned, or deemed owned pursuant to clause (i) above, by Avago Partners.

Outstanding Company Shares means the Company Shares issued and outstanding immediately before the Effective Time (not including, for purposes of calculating the Exchange Ratio or Merger Consideration, any Company Shares to be cancelled pursuant to Section 2.06(a)(i) and (ii)).

Outstanding Company Shares means, as of any given time, the then issued and outstanding Company Shares, excluding (unless calculated on a fully diluted basis) any Derivative Securities and any unvested or restricted Company Shares issued pursuant to an Equity Incentive Plan.

Outstanding Company Shares means all of the issued and outstanding shares of the Company Common Stock.

Outstanding Company Shares means the aggregate number of Company Shares outstanding at the Effective Time (but before cancellation thereof by operation of the Merger).

Outstanding Company Shares shall have the meaning set forth in Section 2.2(d) of the Agreement.