Determination of Number of Shares. The Company shall calculate (each calculation, a "Determination") the number of shares of Common Stock to be issued upon the exercise of an Option pursuant to this Agreement in connection with such exercise. After each exercise of an Option, the Company shall promptly provide the Optionees a report, certified by the Chief Financial Officer of the Company and its independent public accountants, setting forth the Determination, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each Determination will be made by the Company in good faith and in accordance with the provisions hereof. The Company shall, at any time upon the written request of an Optionee, furnish to such Optionee a like report setting forth the number of shares of Common Stock issuable upon the exercise of an Option and showing in reasonable detail the derivation of such number of shares of Common Stock.
Determination of Number of Shares. The Number of Shares that Holder shall be entitled to purchase pursuant to this Warrant shall be determined as follows: (a) (i) 1%, multiplied by (ii) the total principal amount of Equipment Advances and, if applicable, Term Loans B (which shall not exceed $7,500,000), provided to the Company pursuant to that certain Loan and Security Agreement dated on or about August 9, 2013 between Holder and the Company, as amended from time to time, including without limitation by that certain Second Amendment to Loan and Security Agreement dated on or about October 28, 2014, divided by (b) the Initial Exercise Price.
Determination of Number of Shares. The Number of Shares that Holder shall be entitled to purchase pursuant to this Warrant shall be determined as follows: (a) (i) 1%, multiplied by (ii) the total principal amount of Term Loans provided to the Company pursuant to that certain Loan and Security Agreement dated on or about August 9, 2013 between Holder and the Company, divided by (b) the Initial Exercise Price.
Determination of Number of Shares. Subject to the other provisions of this Section 2.3 and Section 2.4, the number of Shares constituting the Purchase Price shall be (1) 5,333.33 shares of GXS Holdings Preferred Stock and 133,333 shares of GXS Holdings Common Stock, having an aggregate agreed valuation of $600,000 and issued at Closing (the “Closing Payment”), with all such shares to be held under the Escrow described in Section 6.10; and (2) an uncapped number of Shares payable following the end of the Earn-Out Period as provided in Section 2.5 (the “Earn-Out Payment”), subject in each case to adjustment as follows: any adjustment to the Estimated Closing Payment, the Closing Payment and any Earn-Out Payment shall increase or decrease the aggregate number of shares of GXS Holdings Preferred Stock and GXS Holdings Common Stock included in the Closing Payment and the Earn-Out Payment in the same relative proportions and valuing each share of GXS Holdings Preferred Stock at $100.00 per share and each share of GXS Holdings Common Stock at $0.50 per share.
Determination of Number of Shares. Upon such ------------ --------------------------------- recapitalization, each share of Common Stock (including, in the case of Series B Common Stock, only shares that are entitled to remain outstanding in accordance with Article II) will be converted into a number of shares of Common Stock determined by dividing (a) the amount that would be distributed in respect of such share upon a liquidation of the Company in accordance with the Certificate of Incorporation, assuming an amount of cash available to distribute equal to the aggregate value of all common equity and equivalents of the Company (but not any preferred stock) immediately prior to such Public Offering, based on the price per share at which shares of Common Stock are to be sold to the public in such Public Offering (the "Per Share Offering Price"), by (ii) the Per Share ------------------------ Offering Price. In order to facilitate the Public Offering, the Board may determine in good faith its estimate of the Per Share Offering Price in advance of the Public Offering, and the parties agree that the foregoing adjustment may be made on the basis of that estimate. Each share of Series B Common Stock not entitled to remain outstanding in accordance with Article II will be canceled.
Determination of Number of Shares. The number of Shares shall be the quotient, rounded to the nearest whole number, obtained by dividing $17,500,000 by 125% of the average of the closing sale prices of the Common Stock on the Nasdaq Global Market for the 15-day trading period ending on the Effective Date of the Development and License Agreement (as defined therein).
Determination of Number of Shares. Pursuant to Section 5.1 above, the Purchaser is entitled to receive, and the REIT is obligated to issue, that number of shares of Preferred Stock determined by DIVIDING (a) the quotient obtained by dividing (i) the applicable Put/Sale Distribution by (ii)(x) the Option Exercise Price, if the asset giving rise to the Put/Sale Distribution was originally purchased by the Joint Venture with Contributions other than Expansion Capital or Additional Capital, (y) the Expansion Option Exercise Price, if the asset giving rise to the Put/Sale Distribution was originally purchased by the Joint Venture with Contributions of Expansion Capital, or (z) the Additional Option Exercise Price if the asset giving rise to the Put/Sale Distribution was originally purchased with Contributions of Additional Capital BY (b) the Conversion Multiple, and, if necessary, rounding the resulting number to the next highest one one-hundredth (1/100) of a share.
Determination of Number of Shares. The number of shares for the Tranche A Subscription Shares shall be calculated based on the net profits of Prosoft for the year of 2006 as follows:
Determination of Number of Shares. The number of Shares shall be equal to the quotient, rounded to the nearest whole number, obtained by dividing $15,000,000 by 125% of the average of the Daily Volume Weighted Average Prices of the Common Stock on the NASDAQ Global Market for the sixty (60)-day trading period ending two (2) trading days prior to the “Effective Date” of the Product Development and Commercialization Agreement (as defined therein). The Company represents to GSK that the spreadsheet provided to GSK by the Company on July 26, 2007 accurately sets forth the Daily Volume Weighted Average Prices for such period as listed as of such date on xxx.xxxxxx.xxx.
Determination of Number of Shares. Upon exercise of his conversion rights, the holder of the Note shall be entitled to the number of shares of Common Stock determined by dividing the then outstanding principal balance of this Note or such lesser amount of principal designated for conversion in the Conversion Notice, plus the portion of unpaid accrued interest designated for conversion in the Conversion Notice, by the Conversion Price or, if applicable, the Adjusted Conversion Price. The Borrower is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest unless only a portion of the Note is being converted, in which case the amount of any fractional shares shall become part of outstanding principal under the replacement Note.
