SurgiCare Bridge Conversion Shares definition

SurgiCare Bridge Conversion Shares means a number of SurgiCare Class A Common Shares equal to the Excess SurgiCare Bridge Amount divided by the Class A Common Closing Price, rounded up to the nearest whole share.
Sample 1
SurgiCare Bridge Conversion Shares means a number of shares of Class A Common equal to the Excess SurgiCare Bridge Amount divided by the Class A Common Closing Price. 1.17. The term "Unadjusted Reverse Split Fraction" means a number equal to 0.10. 1.18. The term "Unadjusted SurgiCare Shares" means the number of shares of Class A Common which would be outstanding on a fully-diluted basis (calculated as set forth in the immediately following sentence) immediately after the effectiveness of the filing of the Amended SurgiCare Charter and the Recapitalization but prior to the Acquisitions, the Debt Exchange and the issuance of the Class B Common to the Subscriber pursuant hereto, calculated as if the Excess SurgiCare Bridge Amount was equal to $0.00 and the Adjusted Reverse Split Fraction was therefore equal to the Unadjusted Reverse Split Fraction, rounded up to the nearest whole share. For purposes of this definition, "fully-diluted basis" shall mean the number of shares of Class A Common that would be outstanding assuming the exercise of all outstanding options, warrants and rights to acquire shares of Class A Common and the conversion or exchange of all securities convertible into, or exchangeable for, shares of Class A Common, whether or not vested or then exercisable, calculated at the maximum number of shares issuable pursuant thereto; provided, however, that all options and warrants that are not Dilutive Options and Warrants will be disregarded for purposes of such calculation, and each Dilutive Option and Warrant shall be deemed to have been exercised for a number of shares equal to (i) the maximum number of shares issuable pursuant to such Dilutive Option and Warrant multiplied by (ii) a fraction, the numerator of which is the excess of the Assumed Market Price over the exercise price of such Dilutive Option and Warrant, and the denominator of which is the Assumed Market Price. 2.
Sample 1

Examples of SurgiCare Bridge Conversion Shares in a sentence

  • In addition to the terms defined elsewhere in this Agreement, as used in this Agreement the following terms shall have the following meanings: 1.1. The term "Adjusted Reverse Split Fraction" means a number equal to the Unadjusted Reverse Split Fraction multiplied by a fraction, (x) the numerator of which is equal to the number of Unadjusted SurgiCare Shares minus the number of SurgiCare Bridge Conversion Shares and (y) the denominator of which is the number of Unadjusted SurgiCare Shares.

  • The term "SurgiCare Bridge Conversion Shares" means a number of shares of Class A Common equal to the Excess SurgiCare Bridge Amount divided by the Class A Common Closing Price.

Related to SurgiCare Bridge Conversion Shares

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

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

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • 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.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.

  • Series B Preferred means the Corporation's Series B Convertible Preferred Stock, par value $.001 per share.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.