Adjusted Outstanding Share Number shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (B) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than the Top-Up Option, if applicable, and Company Options that vest after the Outside Date).
Adjusted Outstanding Share Number shall have the meaning set forth in Section 1.1(b).
Adjusted Outstanding Share Number shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (B) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time, but excluding the Top-Up Option and excluding options, warrants and other rights and exercisable, convertible or exchangeable securities having an exercise price, conversion or exchange price greater than $68.00 per share of Company Common Stock.
Examples of Adjusted Outstanding Share Number in a sentence
The Company shall, as soon as practicable following receipt of such notice, notify Merger Sub of the number of Shares then outstanding and the Adjusted Outstanding Share Number.
At the Acceptance Time, if necessary for us to own at least ninety percent (90%) of the Adjusted Outstanding Share Number, we will exercise the Top-Up Option to achieve the threshold to complete a “short-form” merger under Section 180.1104 of the WBCL, without the necessity of holding a meeting of the Company’s shareholders to approve the Merger.
Purchaser will exercise the Top-Up Option, subject to the limitations set forth in the Merger Agreement, if we acquire less than ninety percent (90%) of the Adjusted Outstanding Share Number in the Offer.
Under the Merger Agreement, Purchaser has the option (which Purchaser has agreed to exercise), subject to certain limitations, to purchase from the Company additional Shares at the Per Share Amount sufficient to cause us to own more than ninety percent (90%) of the Adjusted Outstanding Share Number, taking into account those Shares issued upon the exercise of the option.
The actual number of shares of SoundView common stock and Class B common stock that are required to be tendered to satisfy the Minimum Condition will depend upon the actual Adjusted Outstanding Share Number as determined by Schwab.
More Definitions of Adjusted Outstanding Share Number
Adjusted Outstanding Share Number shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.
Adjusted Outstanding Share Number shall be the sum of (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time, plus (2) at the election of Parent, an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the exercise of all Company Options, Company Warrants and other rights to acquire Company Common Stock that are outstanding immediately prior to the acceptance of shares of Company Common Stock for exchange pursuant to the Offer and that are vested and exercisable or will be vested and exercisable prior to the Effective Time (but in all cases excluding the shares of Company Common Stock subject to the Top-Up Option).
Adjusted Outstanding Share Number means the sum of: (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, PLUS (ii) at the election of Parent, an additional number of shares up to but not exceeding the aggregate number of shares of Company Common Stock issuable upon the exercise of any outstanding option (or portion thereof) that is vested or is expected to become vested (other than by reason of the Merger) on or before June 1, 2003, or any warrant or other right to acquire capital stock of the Company, or upon the conversion of any convertible security.
Adjusted Outstanding Share Number shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (B) an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time and that are vested or that will be vested immediately after such time (other than potential (but not actual) dilution attributable to the Top-Up Option).
Adjusted Outstanding Share Number means the sum of (i) the aggregate number of Shares of Common Stock outstanding immediately prior to the Acceptance Time, plus (ii) at the election of Parent, an additional number of shares up to but not exceeding the aggregate number of shares of Common Stock issuable upon the exercise of (x) any outstanding Company Option (or portion thereof) that is vested or is expected to become vested by its terms (other than by reason of the Merger) on or before the Expiration Date, (y) any Company Warrant, or (z) any other right to acquire Common Stock upon exercise or conversion thereof on or before the Expiration Date, including, without limitation, any shares issuable upon exercise of Company Restricted Stock Units or conversion of the Convertible Notes.
Adjusted Outstanding Share Number shall be the sum of: (A) the aggregate number of outstanding Company Shares immediately prior to the Acceptance Time; plus (B) the aggregate number of Company Shares issuable upon the conversion, exchange, settlement or exercise, as applicable, of all options and other rights to acquire, or securities convertible into or exchangeable for, Company Shares that are outstanding immediately prior to the Acceptance Time in the case of each of clauses (A) and (B), without duplication for shares of Company Common Stock underlying Company ADSs. Parent and Purchaser each expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the
Adjusted Outstanding Share Number shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time, plus (B) an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than potential (but not actual) dilution attributable to the Top-Up Option). Subject to the Offer Conditions and the terms and conditions of this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, (1) accept for payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is permitted to do so under applicable Legal Requirements, and (2) pay the Offer Price in exchange for each share of Company Common Stock accepted for payment pursuant to the Offer.