Company Shares Outstanding definition

Company Shares Outstanding means the aggregate number of shares of Company Common Stock outstanding (including shares of restricted Common Stock whether vested or unvested) on the Spinco Funding Date; provided, that in accordance with Section 2.3 hereof, the reference to “on the Spinco Funding Date” contained in this definition shall be replaced with a reference to “immediately prior to the Effective Time”.
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Company Shares Outstanding means the sum of (i) the aggregate number of issued and outstanding Company Shares (for purposes of this definition, on an as-converted basis with respect to the Company Preferred Stock) as of immediately prior to the Effective Time, and (ii) the aggregate number of Company Shares issuable upon the exercise of all Vested Company Options, calculated using the treasury method of accounting.
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Company Shares Outstanding means, without duplication, as of immediately before the Effective Time, the sum of: (i) the number of issued and outstanding Company Shares (taking into account the Company Shares issued or issuable immediately prior to Closing as a result of any exercise or conversion of Company Equity Securities contingent upon the Closing); and (ii) the number of shares of Company Common Stock issued or issuable upon the exercise of all Vested Company Options and Company Warrants and settlement of Vested Company RSUs and conversion of Company Convertible Notes, if any, that have not, and will not immediately prior to Closing, be converted.
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Examples of Company Shares Outstanding in a sentence

  • Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to the holders of Company Shares, Outstanding Options, Accelerated Company Shares and Outstanding Company Restricted Stock Units pursuant to this Agreement such taxes as it is required to deduct and withhold with respect to the making of such payment under the Code.

  • As a result of the Merger, all of the Outstanding Company Shares, Outstanding Company Options and Outstanding Company Warrants and all of the outstanding capital stock of Merger Sub, shall be converted or cancelled in the manner provided in Article III.


More Definitions of Company Shares Outstanding

Company Shares Outstanding means the sum of (i) the number of shares of Company Common actually issued and outstanding as of the Effective Time, plus (ii) the number of shares of Company Common obtainable upon exercise of all options or other contractual rights to acquire Company Common outstanding as of the Effective Time, plus (iii) the number of shares of Company Common obtainable upon the conversion of all convertible Company securities outstanding as of the Effective Time, or issuable upon exercise of options to acquire such convertible Company securities (whether or not such options or convertible Company securities are at that time then vested or exercisable).
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Company Shares Outstanding means the sum of (i) all Company Shares
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Company Shares Outstanding means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.
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Related to Company Shares Outstanding

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Outstanding Shares means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

  • Total Outstanding Shares means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus the aggregate number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time, and plus the aggregate number of shares of the Company Common or Preferred Stock issuable, with or without the passage of time or satisfaction of other conditions, upon exercise of the rights to obtain such shares pursuant to Company Convertible Securities immediately prior to the Effective Time.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Adjusted Outstanding Dollar Principal Amount means at any time during a Monthly Period with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche of Notes at such time, less any funds on deposit in the Principal Funding Account or the related Sub-Account, as applicable, for the benefit of such Series, Class or Tranche of Notes at such time.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Company Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

  • Class C Shares means the shares of Class C common stock of the Company.