Total Outstanding Common Shares means the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.
Total Outstanding Common Shares means the sum of (a) the aggregate number of shares of Company Common Stock issued and outstanding as of the Effective Time, (b) the aggregate number of shares of Company Common Stock issuable upon the exercise of outstanding In-the-Money Options as of the Effective Time and (c) the aggregate number of shares of Company Common Stock issuable upon the exercise of outstanding In-the-Money Common Warrants of the Effective Time.
Total Outstanding Common Shares means the aggregate number of shares of Company Common Stock (including all shares of Company Common Stock issued upon the exercise of all Company Vested Options and, for the avoidance of doubt, shares of Company Common Stock that would have otherwise been issuable upon exercise of those Company Vested Options that are both (a) not exercised prior to the Effective Time and (b) converted into the right to receive the Option Merger Consideration pursuant to Section 1.6(d)(ii)) and any other rights convertible into, or exercisable or exchangeable for, shares of Company Common Stock on an as-converted, exercised, or exchanged basis) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock issuable upon the exercise of Company Unvested Options and Company Common Stock held by the Company as treasury stock). Notwithstanding the foregoing, Total Outstanding Common Shares shall not include any shares of Company Common Stock issuable upon the exercise of Company Options that either expire, are cancelled by the Company or assumed by Parent concurrently with or immediately prior to the Effective Time to the extent not exercised or shares of Company Preferred Stock (including any rights convertible into, or exercisable or exchangeable for, shares of Company Preferred Stock on an as-converted, exercised, or exchanged basis) issued and outstanding immediately prior to the Effective Time.
Examples of Total Outstanding Common Shares in a sentence
Name of Shareholders Number of Common Shares OwnedPercentage of Total Outstanding Common Shares Philips(1) .....................................................................................................
On the basis of the representations, warranties and agreements set forth herein and subject to the performance by Karpus of its covenants and other obligations hereunder and the other conditions set forth herein:The Fund shall conduct a tender offer to purchase 17.5% (the “ Tender Maximum Amount”) of its Total Outstanding Common Shares (the “Tender Offer”).
More Definitions of Total Outstanding Common Shares
Total Outstanding Common Shares means (without duplication) (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, on an as converted to Company Common Stock basis, plus (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all Company Options outstanding and unexercised immediately prior to the Effective Time, on an as converted to Company Common Stock basis (other than any Company Options held by any Voluntary Terminating Employees solely to the extent that such securities are to be cancelled without any consideration pursuant to the terms of Section 1.6(c)(ii)(A)) plus (iii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of any other rights, whether vested or unvested, that are convertible into, exercisable for or exchangeable for, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, on an as converted to Company Common Stock basis, but excluding, in each case, the aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of any other rights, whether vested or unvested, that are convertible into, exercisable for or exchangeable for, shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time. Notwithstanding the foregoing, Total Outstanding Common Shares shall not include (i) any shares of Company Capital Stock issuable upon the exercise of Company Warrants that expire or are cancelled concurrently with or immediately prior to the Effective Time to the extent not exercised and (ii) any Company Options held by any Voluntary Terminating Employees solely to the extent that such securities are to be cancelled without any consideration pursuant to the terms of Section 1.6(c)(ii)(A).
Total Outstanding Common Shares means the aggregate number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time.
Total Outstanding Common Shares means the ------------------------------- aggregate number of shares of common stock of any class of the Company outstanding on the date of determination. The percentage of Total Outstanding Common Shares beneficially owned by the Investors and their affiliates shall be calculated by adding (x) the number of shares of common stock of any class of the Company owned by Mellon Ventures and its affiliates (assuming conversion of all shares of Preferred Stock then owned by Mellon Ventures and its affiliates at the conversion price then in effect) and (y) the number of shares of common stock of any class of the Company owned by Xxxxx Partners and its affiliates (assuming conversion of all shares of Preferred Stock then owned by Xxxxx Partners and its affiliates at the conversion price then in effect), and dividing such sum by the number of Total Outstanding Common Shares.
Total Outstanding Common Shares means the aggregate number of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time plus the aggregate number of shares of Target Common Stock issuable upon the exercise in full of (i) all Target Options issued and outstanding immediately prior to the Effective Time, (ii) all Target Warrants to acquire shares of Target Common Stock issued and outstanding immediately prior to the Effective Time, and (iii) all other rights to acquire Target Common Stock outstanding immediately prior to the Effective Time (other than rights to acquire Target Common Stock on conversion of Target Preferred Stock).
Total Outstanding Common Shares means the aggregate number of shares of (i) Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) Company Common Stock issuable upon conversion of the shares of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, plus (iii) Company Common Stock issuable upon the exercise of Qualifying Company Options; but excluding, for the avoidance of doubt, (x) any shares of Company Common Stock issuable upon the exercise of unvested Company Options or vested Company Options that are not Qualifying Company Options and (y) any shares of Company Common Stock actually held in treasury immediately prior to the Effective Time).
Total Outstanding Common Shares means the aggregate number of shares of Company Common Stock (including the Company Options and any other rights convertible into, or exercisable or exchangeable for, shares of Company Common Stock but excluding shares of Company Common Stock issuable upon conversion of Company Preferred Stock), on an as-converted, exercised, or exchanged basis, issued and outstanding immediately prior to the Effective Time.
Total Outstanding Common Shares means (without duplication) (x) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Closing, (y) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise of Vested Company Options and Company Warrants as of immediately prior to the Closing and (z) the aggregate number of shares of Company Series B Preferred Stock and Company Series A-1 Preferred Stock measured on an as-converted to Company Common Stock basis as of immediately prior to the Closing. Notwithstanding the foregoing, Total Outstanding Common Shares shall not include (a) shares of Company Common Stock underlying any Unvested Company Options, (b) shares of Company Capital Stock held by the Company or its Subsidiaries, (c) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise of any Vested Company Options or Company Warrants that are not in the money or (d) the aggregate number of shares of Company Series A-2 Preferred Stock measured on an as-converted to Company Common Stock basis as of immediately prior to the Closing.