Required Consolidation Shares definition

Required Consolidation Shares means zero (0) shares of Common Stock.
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Required Consolidation Shares means, as of any time, a number of shares of Common Stock equal to (i) 51% minus the Voting Percentage of the DT Stockholder as of immediately following the Effective Time, multiplied by (ii) the number of shares of Common Stock outstanding immediately following the Effective Time on a fully diluted basis (as adjusted (A) to reflect any change in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split and (B) upon satisfaction of the Additional Shares Issuance Condition (as defined in that certain letter agreement, dated as of February 20, 2020, by and among DT, SoftBank and the Company (the “Letter Agreement, to increase such number of shares of Common Stock by an amount of shares equal to the difference between (X) such number as calculated giving effect to the surrender of the SoftBank Specified Shares Amount and the issuance of the Softbank True-Up Shares actually issued to SoftBank and/or its applicable affiliate(s) under the Letter Agreement (i.e., taking into account any shares withheld by the Company under the Letter Agreement) and (Y) such number as calculated giving effect only to the surrender of the SoftBank Specified Shares Amount (in each case, as defined in the Letter Agreement)); provided that, if after the Effective Time, the Voting Percentage of the DT Stockholder shall increase for any reason (including as a result of a share repurchase by the Company or as a result of the purchase of additional Shares by the DT Stockholder), then the Required Consolidation Shares shall be recalculated so that it shall be equal to a number of shares of Common Stock equal to (i) 51% minus the Voting Percentage of the DT Stockholder as of such time, multiplied by (ii) the number of shares of Common Stock outstanding as of such time on a fully diluted basis (it being understood that, after the Effective Time, and except as provided in the foregoing clauses (A) and (B), the number of Required Consolidation Shares may only stay the same or decrease, but not increase, at any time after the Effective Time); provided that upon the Proxy Fall Away Date, “Required Consolidation Shares” shall mean zero (0) shares of Common Stock.
Sample 1Sample 2Sample 3
Required Consolidation Shares means, as of any time, a number of shares of Common Stock equal to (i) 51% minus the Voting Percentage of the DT Stockholder as of immediately following the Effective Time, multiplied by (ii) the number of shares of Common Stock outstanding immediately following the Effective Time on a fully diluted basis (as adjusted to reflect any change in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split); provided that, if after the Effective Time, the Voting Percentage of the DT Stockholder shall increase for any reason (including as a result of a share repurchase by the Company or as a result of the purchase of additional Shares by the DT Stockholder), then the Required Consolidation Shares shall be recalculated so that it shall be equal to a number of shares of Common Stock equal to (i) 51% minus the Voting Percentage of the DT Stockholder as of such time, multiplied by (ii) the number of shares of Common Stock outstanding as of such time on a fully diluted basis (it being understood that, after the Effective Time, the number of Required Consolidation Shares may only stay the same or decrease, but not increase, at any time after the Effective Time); provided that upon the Proxy Fall Away Date, “Required Consolidation Shares” shall mean zero (0) shares of Common Stock.
Sample 1Sample 2Sample 3

More Definitions of Required Consolidation Shares

Required Consolidation Shares means, as of any time, a number of shares of Common Stock equal to (i) 51% minus the Voting Percentage of the DT Stockholder as of immediately following the Effective Time, multiplied by (ii) the number of shares of Common Stock outstanding immediately following the Effective Time on a fully diluted basis (as adjusted (A) to reflect any change in the number of outstanding shares as the result of a stock dividend or any increase or decrease in the number of outstanding shares resulting from a stock split or reverse stock split and (B) upon satisfaction of the Additional Shares Issuance Condition (as defined in that certain letter agreement, dated as of February 20, 2020, by and among DT, SoftBank and the Company (the “Letter Agreement”), to increase such number of shares of Common Stock by an amount of shares equal to the difference between (X) such number as calculated giving effect to the surrender of the SoftBank Specified Shares Amount and the issuance of the Softbank True-Up Shares actually issued to SoftBank and/or its applicable affiliate(s) under the Letter Agreement (i.e., taking into account any shares withheld by the Company under the Letter Agreement) and(Y) such number as calculated giving effect only to the surrender of the SoftBank Specified Shares Amount (in each case, as defined in the Letter Agreement)); provided that, if after the Effective Time, the Voting Percentage of the DT Stockholder shall increase for any reason (including as a result of a share repurchase by the Company or as a result of the purchase of additional Shares by the DT Stockholder), then the Required Consolidation Shares shall be recalculated so that it shall be equal to a number of shares of Common Stock equal to (i)51% minus the Voting Percentage of the DT Stockholder as of such time, multiplied by (ii) the number of shares of Common Stock outstanding as of such time on a fully diluted basis (it being understood that, after the Effective Time, and except as provided in the foregoing clauses (A) and (B), the number of Required Consolidation Shares may only stay the same or decrease, but not increase, at any time after the Effective Time); provided that upon the Proxy Fall Away Date, “Required Consolidation Shares” shall mean zero (0) shares of Common Stock.
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Related to Required Consolidation Shares

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Purchaser Financial Statements shall have the meaning specified in Section 4.8.1.

  • Total Consolidated Assets means, as of any date, the total consolidated assets of the Guarantor and its Subsidiaries computed in accordance with GAAP as of the last day of the fiscal quarter most recently ended prior to such date, subject to the second sentence of the definition of “Debt” in the Base Indenture.

  • Buyer Financial Statements has the meaning set forth in Section 4.7.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Company Interim Financial Statements has the meaning specified in Section 4.08(a).

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Required Consent has the meaning set forth in Section 4.4.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Financial Statements has the meaning set forth in Section 3.5(a).

  • Permitted Existing Investments means the Investments of the Borrower and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Green Tag Reporting Rights means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules.

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Required Consents shall have the meaning set forth in Section 4.5.