Outstanding Common Stock. The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.
Outstanding Common Stock. The number of issued and outstanding shares of New Common Stock on a Fully Diluted Basis (including the Shares) shall not exceed the Share Cap Number. The “Share Cap Number” means 1,104,683,256 plus the number of shares (if any) issued to settle or otherwise satisfy Xxxxxx Heirs Obligations, plus up to 65,000,000 shares of New Common Stock issued in Liquidity Equity Issuances, plus 17,142,857 shares of New Common Stock issuable upon the exercise of the New Warrants, plus the shares of New Common Stock issuable upon the exercise of those certain warrants issued to the Brookfield Consortium Members pursuant to the Brookfield Agreement and to the Fairholme Purchasers pursuant to the Fairholme Agreement, plus the number of shares of Common Stock issued as a result of the exercise of employee stock options to purchase Common Stock outstanding on the date hereof, plus, in the event shares of New Common Stock are issued pursuant to Section 6.9, the difference between (i) the number of shares of New Common Stock issued to existing holders of Common Stock and the Backstop Investors, in each case, pursuant to Section 6.9 minus (ii) 50,000,000 shares of New Common Stock, minus the number of Put Shares (which shall not be considered Share Equivalents for purposes of this calculation); provided, that if Indebtedness under the Xxxxx Bonds or the Exchangeable Notes is reinstated under the Plan, or the Company shall have incurred New Debt, or between the date of this Agreement and the Closing Date the Company shall have sold for cash real property assets outside of the ordinary course of business (“Asset Sales”), the Share Cap Number shall be reduced by the quotient (rounded up to the nearest whole number) obtained by dividing (x) the sum of (a) the lesser of (I) $1,500,000,000 and (II) the sum of Reinstated Amounts and the net cash proceeds to the Company from the issuance of New Debt, and (b) the net cash proceeds to the Company from Asset Sales in excess of $150,000,000 by (y) the Per Share Purchase Price.
Outstanding Common Stock. The number of issued and outstanding shares of New Common Stock on a Fully Diluted Basis (including the Shares) shall not exceed the Share Cap Number. The “Share Cap Number” means 1,104,683,256 plus up to 50,000,000 shares of New Common Stock issued in Liquidity Equity Issuances, plus 60,000,000 shares of New Common Stock issuable upon the exercise of the New Warrants, plus 60,000,000 shares of New Common Stock issuable upon the exercise of those certain warrants issued to the Fairholme/Pershing Investors pursuant to the Fairholme/Pershing Agreements and plus the number of shares of Common Stock issued as a result of the exercise of employee stock options to purchase Common Stock outstanding on the date hereof; provided, that if Indebtedness under the Xxxxx Bonds or the Exchangeable Notes is reinstated under the Plan, or the Company shall have incurred New Debt, or between the date of this Agreement and the Closing Date the Company shall have sold for cash real property assets outside of the ordinary course of business (“Asset Sales”), the Share Cap Number shall be reduced by the quotient (rounded up to the nearest whole number) obtained by dividing (x) the sum of Reinstated Amounts and the net cash proceeds to the Company from Asset Sales in excess of $150,000,000 and the issuance of New Debt by (y) the Per Share Purchase Price.
Outstanding Common Stock. With respect to the making of adjustments in the Warrant Price, the number of shares of Common Stock at any time outstanding shall not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries.
Outstanding Common Stock. The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Class A or Class B common stock outstanding as of such time, all shares of Class A or Class B common stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Class A or Class B common stock or Other Common Stock.
Outstanding Common Stock. The outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable and free of preemptive rights. The Warrant Shares (i) are duly authorized by the Company's Certificate of Incorporation, (ii) have been duly and validly authorized to be issued and adequately reserved by the Board of Directors of the Company, (iii) will, when issued and delivered to the Holders pursuant to this Agreement, be duly and validly issued, fully paid and non-assessable and free and clear of all liens, charges, encumbrances or rights of others except for those which may be created by the Holder, and (iv) and have been approved for listing, upon official notice of issuance, on the American Stock Exchange. The holders of outstanding shares of capital stock of the Company are not entitled to any preemptive or similar rights to subscribe for or purchase Warrant Shares or other shares of capital stock of the Company and, except as otherwise set forth or incorporated by reference in the Prospectus, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of the Company.
Outstanding Common Stock. Subject to the other provisions of this Section 2.7, each Common Share issued and outstanding immediately prior to the Effective Time (other than shares owned by Nationwide or Sub, shares held as treasury shares by Allied and Dissenting Shares (as defined in Section 2.9 below)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $48.25 per Common Share (or if a greater per Common Share price shall have been paid in the Offer, such greater price), net to the shareholder in cash, without interest thereon (the "Merger Consideration").
Outstanding Common Stock. VSCO shall have at least 50,000,000 shares of its common stock authorized and shall have no more than 5,106,400 shares of its common stock issued and outstanding, and 1,796,400 after cancellation of the 3,310,000 shares by Xxxxxxx Xxxxxxxx.
Outstanding Common Stock. As of May 8, 1997, there were 20,531,598 shares of Common Stock Outstanding.
Outstanding Common Stock. Ableauctions shall have at least 100,000,000 shares of its common stock authorized and shall have less than 8,200,000 shares (prior to the contemplated reverse stock split of Section 6.10) of its common stock issued and outstanding in the aggregate at the Closing on a fully-diluted basis.
