Closing Company Share Number means the sum of (a) the aggregate number of shares of Company Capital Stock outstanding as of immediately prior to the Effective Time, plus (b) the aggregate number of shares of Company Capital Stock subject to Company Options outstanding as of immediately prior to the Effective Time, assuming a cashless exercise of such Company Options as contemplated by Section 1.4(a) (Treatment of Company Options and Company Convertible Securities), plus (c) the aggregate number of shares of Company Capital Stock issuable under the Company Convertible Securities outstanding as of immediately prior to the Effective Time.
Closing Company Share Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Merger Effective Time, including the number of Company Restricted Shares vested pursuant to Sections 3.02(b) and 6.21(c) (net of shares surrendered by the holder thereof in satisfaction of withholding tax payment obligations), and Company Common Stock issued upon vesting of the outstanding Company Equity Awards immediately prior to the Merger Effective Time pursuant to Section 3.02. For avoidance of doubt, Dissenting Shares shall not be deemed outstanding immediately prior to the Merger Effective Time for purposes of determining the Closing Company Share Number.
Closing Company Share Number has the meaning given to it in Section 2.06(e)(ii).
More Definitions of Closing Company Share Number
Closing Company Share Number means the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares owned by the Company which are to be cancelled and retired in accordance with Section 2.08(a)).
Closing Company Share Number shall be equal to: (1) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus (2) the aggregate number of shares of Company Series A Preferred Stock outstanding as of immediately prior to the Effective Time.
Closing Company Share Number shall be equal to the aggregate number of shares of Company Series F1 Preferred Stock outstanding as of immediately prior to the Effective Time (including any Company Series F1 Preferred Stock issued or deemed to be issued immediately prior to the Closing in connection with the Agreement For The Provision Of A Loan Facility Of Up To US$ 2,000,000, dated March 15, 2005, by and between European Venture II Leveraged Venture Leasing Company Limited and Cloverleaf Communications (Israel) Ltd., as amended).
Closing Company Share Number means the aggregate of (a) Company Series A Stock (on an as converted to Company Common Stock basis) outstanding immediately prior to the Effective Time, (b) Company Common Stock outstanding immediately prior to the Effective Time, and (c) shares of Company Common Stock subject to outstanding Company Options held by holders of Company Options whose Continuous Service has not terminated prior to or as of immediately prior to the Effective Time and who have signed an Optionee Consent; provided, however, in the event that Parent is not obligated to pay the holders of Company Options a portion of the Milestone Merger Consideration pursuant to Section 2.5(i), the “Closing Company Share Number” means, for purposes of the payment of such Milestone Merger Consideration, the aggregate of (y) Company Series A Stock (on an as converted to Company Stock basis) outstanding immediately prior to the Effective Time, and (z) Company Common Stock outstanding immediately prior to the Effective Time. “Closing Consideration” is equal to $37,500,000 plus the Aggregate Exercise Price plus Company Cash at Closing minus the Management Carve-Out Plan Closing Payment minus Company Indebtedness at Closing (including the amounts paid to repay principal and interest outstanding under the Bridge Notes in accordance with Section 2.6(a)) minus the Closing Company Merger Costs.
Closing Company Share Number shall be equal to the sum of: (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time; (B) the aggregate number of shares of Company Common Stock issuable upon conversion of each share of Company Series C-1 Preferred Stock outstanding immediately prior to the Effective Time; (C) the aggregate number of shares of Company Common Stock issuable upon conversion of each share of Company Series C-2 Preferred Stock outstanding immediately prior to the Effective Time; (D) the aggregate number of shares of Company Common Stock issuable upon conversion of each share of Company Series D Preferred Stock outstanding immediately prior to the Effective Time; (E) the aggregate number of shares of Company Common Stock issuable upon exercise of all vested Company Options that are outstanding immediately prior to the Effective Time; and (F) the aggregate number of all shares of Company Series C-1 Preferred Stock issuable, on an as converted to Company Common Stock basis, underlying Company Warrants that are outstanding and unexercised immediately prior to the Effective Time (it being understood that such number of shares of Company Series C-1 Preferred Stock shall be determined on an iterative basis by initially calculating the Closing Company Share Number without taking account of outstanding Company Warrants, recalculating the Closing Company Share Number taking into account the outstanding Company Warrants with a per share exercise price that is less than the initially calculated Per Share Series C-1 Payment and then repeating this process until no additional Company Warrants exist with a per share exercise price that is less than the Per Share Series C-1 Payment as a result of such calculation).
Closing Company Share Number means the sum of (a) the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time, (b) the aggregate number of shares of Common Stock issuable upon the conversion of shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-4 Preferred Stock outstanding immediately prior to the Effective Time, and (c) the aggregate number of shares of Common Stock issuable upon exercise of all Stock Options outstanding immediately prior to the Effective Time (excluding for the avoidance of doubt, Unvested Stock Options held by Persons that are not Continuing Employees that will be terminated and cancelled at the Effective Time pursuant to Section 1.8(b)(iii) of the Agreement).
Closing Company Share Number means the sum of: (a) the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time and (b) the aggregate number of shares of Company Common Stock underlying all Company Options that are outstanding and unexercised immediately prior to the Effective Time.