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.
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).
Examples of Total Company Shares in a sentence
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.
More Definitions of Total Company Shares
Total Company Shares. Means the aggregate number of shares of the Company Capital Stock outstanding immediately prior to the Effective Time (including all shares of Company Capital Stock issued upon exercise of the Company Warrants, plus the aggregate number of shares of Company Capital Stock issuable upon the exercise of all outstanding vested Company Options immediately prior to the Effective Time).
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, 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 cashless 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 cashless exercise of outstanding Company Options, and (iv) the number of shares of Company Common Stock issuable upon cashless 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 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, on the Closing, the total number of shares of -------------------- Common Stock issued and outstanding on the Closing Date, plus the shares of Common Stock to be issued to the Investor upon the conversion of the Preferred Stock, plus the shares of Common Stock to be issued to the Investor pursuant to the exercise of the Warrant and any other options or warrants outstanding on the Closing Date.
Total Company Shares means the total number of issued and outstanding Company Shares as at the Effective Time which, for greater certainty, shall include Company Shares held by Dissenting Shareholders.
Total Company Shares means the number of Company Shares outstanding immediately prior to the Effective Time.