Total Number means, for each Company MSU, (1) the number of shares of Company Common Stock earned with respect to such Company MSU as determined in accordance with the applicable award agreements and based on the actual achievement of relative TSR during the Short Performance Period, determined using the following inputs: (x) Company TSR computed by comparing (I) the value of the Merger Consideration to (II) the average closing price of the Company Common Stock during the First Measurement Period and (y) TSR of the Xxxxxxx 2000 Index computed by comparing (I) the average closing price of the Xxxxxxx 2000 Index during the Last Measurement Period to (II) the average closing price of the Xxxxxxx 2000 Index during the First Measurement Period, minus (2) the number of shares of Company Common Stock corresponding to such Company MSU that vested on March 10, 2017; (B) “Short Performance Period” means the portion of the applicable three year performance period that has elapsed as of the date that is three (3) Business Days prior to the Merger Closing Date; (C) “First Measurement Period” means the thirty (30) calendar days immediately before the beginning of the Short Performance Period; (D) “Last Measurement Period” means the thirty (30) calendar days ending on the date that is three (3) Business Days prior to the Merger Closing Date; (E) “Cash Out Number” means, for each Company MSU, the number of shares of Company Common Stock (rounded up to the nearest whole number of shares) equal to the product obtained by multiplying (1) the Total Number by (2) a fraction, the numerator of which is (x) the number of days that have elapsed during the applicable three-year performance period through the Merger Closing Date and (y) the denominator of which is 1,095; provided, however that the Cash Out Number for each Company MSU held by the individual set forth in Section 3.03(a) of the Company Disclosure Letter shall equal 50% of the Total Number corresponding to such Company MSU; and (F) “Rollover Number” means, for each Company MSU, the number of shares of Company Common Stock equal to (1) the Total Number minus (2) the Cash Out Number. For the avoidance of doubt, any portion of a Company MSU that is not deemed to be earned in accordance with this Section 3.03(d) will be terminated as of the Effective Time for no consideration.
Total Number means the number of a duly constituted body if there were no vacancies and no persons disqualified from acting;
Total Number has the meaning provided for in the Investment Agreement adjusted such that if, at any time after the date of the Investment Agreement, the Company (A) declares or pays a dividend on any Common Stock payable in Common Stock, (B) subdivides any Common Stock or (C) combines any Common Stock into a smaller number of shares, then, in each case, the Total Number after such event shall be the number of shares of Common Stock that a holder of the Total Number immediately prior to such event would hold thereafter as a result of such event.
Examples of Total Number in a sentence
Total Number of Borrowers: Each Borrower intends to apply for joint credit.
Total Number of pages in the Q-bid are to be mentioned on the first page of the Q-bid.
Total Parcels Assessed, Total Estimated Assessment, and Total Number of EBUs may vary from prior fiscal year values due to parcel changes and/or land use re-classifications.
The CGPA is the ratio of the Total Credit Points secured by a student in ALL registered Courses in ALL Semesters, and the Total Number of Credits registered in ALL the Semesters.
Total Number of Buildings: Residential Buildings:Community Buildings: Commercial/ Retail Space:If Commercial/ Retail Space, explain: (include use, size, location, and purpose) Yes Are Buildings on a Contiguous Site?If not Contiguous, do buildings meet the requirements of IRC Sec.
More Definitions of Total Number
Total Number or “Total Voting Power” shall mean the entire membership of a duly constituted body without regard to vacancies or to persons disqualified from acting; and
Total Number of Instances’ means the maximum concurrent number of Instances You are using or have used during any billing period.
Total Number of Shares to Be Granted: (the “Restricted Shares”)
Total Number means the sum of (i) the number of Shares (as defined in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2001, by and between the Company and Cobalt Acquisition Corporation, a Washington corporation ("Merger Sub")) and (ii) the number obtained by dividing the Total Estimated Expenses by the Per Share Amount (as defined in the Merger Agreement). For purposes hereof, the term "Total Estimated Expenses" shall mean the total out-of-pocket expenses to be paid by the Company, Merger Sub or Warburg, Xxxxxx Equity Partners, L.P., a Delaware limited partnership ("WP"), or the Company on behalf of Merger Sub or WP, in connection with the negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of the Company's, Merger Sub's, WP's and the Special Committee's counsel and accountants as well as all reasonable fees and expenses payable to all investment banking firms and other financial institutions, printing costs and filing fees. Total Estimated Expenses shall be determined in good faith by the Company at least two business days prior to the Closing Date.
Total Number means, (1) for each service-based Company RSU, the number of shares of Company Common Stock underlying such Company RSU immediately prior to the Effective Time, and (2) for each performance-based Company RSU, the number of shares of Company Common Stock underlying such Company RSU as determined in accordance with the applicable award agreement based on actual performance through the date that is three Business Days prior to the Merger Closing Date; provided, however, that for purposes of any Specified Company RSU, the Total Number shall be reduced by the portion of such Specified Company RSU settled pursuant to Section 2.6(b); (B) “Rollover Number” means, for each Company RSU, the number of shares of Company Common Stock (rounded up to the nearest whole number of shares) equal to the product of (1) the Total Number multiplied by (2) the Rollover Factor; (C) “Cash Out Number” means, for each Company RSU, the number of shares of Company Common Stock equal to (1) the Total Number minus (2) the Rollover Number; and (D) “Rollover Factor” means a number, carried out to four decimal places, equal to the quotient of (1) $30,000,000 divided by (2) the product of (x) the Merger Consideration multiplied by (y) the excess of the total number of shares of Company Common Stock underlying Company RSUs immediately prior to the Effective Time, after giving effect to the determination of performance with respect to all performance-based Company RSUs, over the number of shares of Company Common Stock underlying any Company RSU (or portion thereof) settled pursuant to Section 2.6(b).
Total Number has the meaning given in clause 5.2(c);