Total Company Shares definition

Total Company Shares means the number of outstanding shares of Company Common Stock immediately prior to the Effective Time. The "MARKET PRICE" shall equal the closing price on the New York Stock Exchange, Inc. (the "NYSE") (or, if not listed on such date on the NYSE, such other exchange on which such shares are then listed) of shares of Parent Common Stock on the final full trading day immediately preceding the Closing Date. The term "Lease Expenses" means all leasing commissions, tenant improvement costs, legal fees and related expenses with respect to (i) the Telco Stores Lease and (ii) leases entered into following the date hereof and in accordance with Section 5.3(vi).

Total Company Shares means the number of Company Shares equal to the sum of (X) the number of Common Shares outstanding immediately prior to the Effective Time plus (Y) the number of Common Shares that would be issued upon the conversion, exercise or exchange of all of the Company's securities convertible into, exercisable for or exchangeable for Common Shares (including, but not limited to, all vested and unvested outstanding Options, Warrants, convertible preferred stock and convertible promissory notes) ; provided, however, that the Common Shares issuable upon the conversion of the Principal Stockholder Loans pursuant to Section 4.14 shall not be included in the determination of Total Company Shares.

Total Company Shares means the number of Company Common Shares (rounded up to the nearest whole share) equal to (i)(x) $9,000,000,000, minus (y) the Specified Net Debt Amount, divided by (ii) $10.00.

Examples of Total Company Shares in a sentence

• Each Outstanding Common Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share (the "Common Conversion Ratio") of Buyer Common Shares as is equal to the result obtained by dividing (i) the Adjusted Merger Consideration, minus the Management Shares, minus the Preferred Consideration, by (ii) the Adjusted Total Company Shares.

• Prior to the Closing Date, the Company will undergo a recapitalization whereby (i) the aggregate number of authorized Company Common Shares will be increased to the amount of Total Company Shares and (ii) such Company Common Shares will consist of common shares, par value $0.001 per share.

• If Telstra’s Shares represent less than thirty-nine and three-tenths percent (39.3%) of the number of Total Company Shares, then each Class B Ordinary Share shall be deemed to be subject to a Conversion Notice.

• The Company shall obtain, prior to the Closing, the consent from each holder of an Option (other than holders of Options representing, in the aggregate, less than 3% of the Total Company Shares) or a Warrant to the amendment of such Option or Warrant pursuant to the Indemnification Escrow Agreement and Sections 1.11 and 1.13(a) and Article VI of this Agreement (unless such consent is not required under the terms of the applicable agreement, instrument or plan).

• Name and Address of Shareholder Tax ID (if applicable) Number of Shares of Company Stock Being Exchanged Percentage of Total Company Shares Represented By Shares Being Exchanged Number of Shares of Parent Stock to be Received by Shareholder Eternal International Holding Group Ltd.

More Definitions of Total Company Shares

Total Company Shares means the aggregate number of Company Shares, including any Company Options (whether vested or unvested), the Company Convertible Debenture and any other rights convertible into, or exercisable or exchangeable for, Company Shares on an as-converted, exercised or exchanged basis, plus the Equivalent Scheduled Option Shares (as defined in the Acquisition Agreement) but excluding the --------- Shareholder Convertible Debentures, issued and outstanding immediately prior to the Closing.

Total Company Shares means the sum of (i) the number of shares of Company Common Stock outstanding after giving effect to the Recapitalization (excluding (x) any Excluded Shares and (y) any shares of Company Common Stock issuable upon conversion or exercise of the Investor Notes and the United Warrants), (ii) the number of shares of Company Common Stock issued pursuant to the Company Equity Financing, (iii) the number of shares of Company Common Stock issuable upon exercise of outstanding Company Options, and (iv) the number of shares of Company Common Stock issuable upon exercise of outstanding Company Warrants (excluding the United Warrants). No fractional shares of Purchaser Class A Common Stock shall be issued to holders of Company Common Stock, and any fractional shares will be rounded down in the aggregate to the nearest whole share of Purchaser Class A Common Stock.

Total Company Shares. Means the aggregate number of shares of the Company Common Stock outstanding immediately prior to the Effective Time, plus the aggregate number of shares of Company Common Stock issuable upon the exercise of all outstanding Company Options (vested and unvested) immediately prior to the Effective Time.

Total Company Shares means the total number of outstanding shares or other equity securities of the Company, on a fully-diluted basis, as of immediately prior to the Effective Time, including (x) the number of Company Ordinary Shares outstanding following the exercise and conversion described in Clause (a) of this Recital (but excluding the Number of SAFE Shares), and (y) the maximum number of Company shares issuable upon the exercise of Continuing Warrants and Continuing Company Options, and specifically excluding (i) the Old Unallocated Pool (which shall automatically terminate and expire at the Effective Time), (ii) (A) such equity awards under the Equity Plan granted pursuant to the New Employment Agreements of Xxxx Xxxxx, Avi Xxxxxxx and Xxxx Xxxxxxxx (each, in accordance with the terms and in the amounts set forth in Schedule 1 hereto (such Schedule 1 includes RSUs and PRSUs and “earn-out” options to be granted to Xxxx Xxxxx, Avi Xxxxxxx and Xxxx Xxxxxxxx in accordance with the terms and in the amounts set forth in Schedule 1) and as further specified in such New Employment Agreements) and (B) such other equity awards under the Equity Plan that are specified in Schedule 1 (in accordance with the terms and in the amounts set forth in Schedule 1), and (iii) any Company Ordinary Shares reserved for issuance under the Equity Plan that remain unallocated and are not promised for issuance immediately prior to the Effective Time. The “Old Unallocated Pool” shall mean all Company Ordinary Shares reserved for issuance under the Company’s existing Equity Incentive Plan that remain unallocated and are not promised for issuance immediately prior to the Effective Time;

Total Company Shares means that number of the Ordinary Shares to be issued and outstanding after taking into account the Proposed IPO and the issuance of the Issued Shares as determined immediately after the pricing of the Proposed IPO on a primary basis (including all of shares to be issued in the Proposed IPO and the Issued Shares but excluding any issued but unexercised stock options and other securities of the Company exercisable for or convertible into the Ordinary Shares).

Total Company Shares means all of the Company Shares issued and outstanding immediately prior to the Effective Time and owned legally and beneficially by the Company Shareholders.

Total Company Shares means the number of Company Shares equal to the sum of (X) the number of Common Shares outstanding immediately prior to the Effective Time, including all shares of restricted stock (whether or not vested), plus (Y) the number of Common Shares that would be issued upon the conversion, exercise or exchange of all of the Company's securities convertible into, exercisable for or exchangeable for Common Shares (including, but not limited to, all vested and unvested outstanding Options, Warrants, convertible preferred stock and convertible promissory notes) outstanding immediately prior to the Effective Time.