Aggregate Common Share Number definition

Aggregate Common Share Number means that number obtained by multiplying the (A) the Aggregate Share Number, by (B) the percentage of the Company's fully diluted shares that are shares of Company Common Stock, excluding any shares of Company Common Stock issuable upon conversion of Preferred Stock.
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Aggregate Common Share Number means the aggregate number of shares of Target Common Stock outstanding as of the Effective Time and shares of Target Common Stock issuable upon exercise of the Common Warrants and shares of Target Common Stock issuable upon exercise of Common Options.
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Aggregate Common Share Number means the number of shares of ----------------------------- Common Stock outstanding immediately prior to the Effective Time; provided, -------- however, that any shares of Common Stock that are owned by the Company, ------- ---- Merger Sub or Buyer shall be excluded from the calculation of the Aggregate Common Share Number.
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Examples of Aggregate Common Share Number in a sentence

  • For purposes of the foregoing, Common Stock Exchange Ratio means that number equal to a quotient, (A) the numerator of which shall be the Aggregate Common Share Number and (B) the denominator of which shall be the total number shares of Company Common Stock assuming full exercise of all warrants and Company Options.


More Definitions of Aggregate Common Share Number

Aggregate Common Share Number means that number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) $21,093,591 by (y) the 20-Day Average Price. “Aggregate Preferred Share Number” shall mean that number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) $10,000,000 by (y) the 20-Day Average Price. “Common Exchange Ratio” shall mean the quotient obtained by dividing (i) the Aggregate Common Share Number by (ii) the Total Common Outstanding Shares (with the result rounded to four decimal places). “Company Capital Stock” shall mean shares of Company Common Stock, Company Preferred Stock and any shares of other capital stock of Company. -3- “Company Common Stock” shall mean shares of common stock of Company. “Company Convertible Securities” shall mean the Company Options and other rights (other than Company Preferred Stock) to acquire or receive shares of Company Capital Stock. “Company Options” shall mean all issued and outstanding options to purchase or otherwise acquire Company Capital Stock (whether or not vested) held by employees or directors of or consultants to Company (other than Company Preferred Stock). “Company Preferred Stock” shall mean shares of Company Series A Preferred Stock and all other shares of Preferred Stock of the Company. “Company Series A Preferred Stock” shall mean shares of Series A Preferred Stock of Company. “Company Shareholders” shall mean holders of any shares of Company Capital Stock immediately prior to the Effective Time. “Escrow Amount” shall mean that number of shares of Parent Common Stock equal (x) $1,500,000 divided by (y) the 20-Day Average Price. “Preferred Exchange Ratio” shall mean (x) the Aggregate Preferred Share Number divided by (y) the number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time (with the result rounded to four decimal places). “Total Common Outstanding Shares” shall mean (y) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus (z) the aggregate number of shares of Company Common Stock issuable, with or without the passage of time or satisfaction of other conditions, upon exercise of or conversion of all Company Convertible Securities outstanding, in all such cases immediately prior to the Effective Time. “20- Day Average Price” shall mean the average closing price as reported on the New York Stock Exchange of a share of Parent Common Stock for the twenty (20) trading days p...
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Aggregate Common Share Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
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Related to Aggregate Common Share Number

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of October 30, 2008, (the “Purchase Agreement”) between Dyax Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Request Amount indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement; Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of October 30, 2008 (the “Purchase Agreement”) between Dyax Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: By: Name Title: Address: Facsimile No. EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE 200 The undersigned, the [ ] of Dyax Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of October 30, 2008 (the “Agreement”), by and between the Company and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Aggregate Exercise Price means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such time.

  • Aggregate Commitments means the Commitments of all the Lenders.

  • Total Exercise Price shall have the meaning set forth in Section 4(a) hereof.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Applicable Number means a number (rounded up to the nearest whole number) equal to the product of (i) the quotient determined by dividing (A) the aggregate number of shares owned by Blackstone to be included in the contemplated Transfer by (B) the aggregate number of shares owned by Blackstone immediately prior to the contemplated Transfer and (ii) the total number of Executive Shares.

  • Aggregate Commitment means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $500,000,000.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • 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.

  • Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.

  • Conversion Value means the Fair Market Value of the aggregate number of shares of Common Stock into which a share of ESOP Preferred Stock is convertible.

  • Aggregate Credit Exposure means, at any time, the aggregate Credit Exposure of all the Lenders at such time.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • 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.

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.