Closing Company Share Number means 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 the conversion of shares of Company Preferred Stock outstanding as of immediately prior to the Effective Time, and (c) the Company Option Underlying Common Stock for all Company Options outstanding as of immediately prior to cancellation 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 of Company Common Stock outstanding immediately prior to the Effective Time.
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 means the sum of (a) the aggregate number of shares of Company Common Stock (excluding Unvested Common Shares) issued and outstanding immediately prior to the Effective Time, (b) the aggregate number of shares (including fractional shares) of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issued and outstanding as of immediately prior to the Effective Time, (c) the aggregate number of shares of Company Common Stock underlying Options (excluding Out-of-the-Money Options) that are outstanding as of the Effective Time, (d) the aggregate number of shares of Company Common Stock underlying Phantom Awards and (e) the aggregate number of Unvested Common Shares.
Closing Company Share Number means the aggregate of (a) Company Preferred Stock (on an as converted to Company Common Stock basis) outstanding immediately prior to the Effective Time (including any Terminated Warrant Shares that are Company Preferred Stock, which shall be deemed outstanding immediately prior to the Effective Time for purposes of this definition) and (b) Company Common Stock outstanding immediately prior to the Effective Time (including any Terminated Warrant Shares that are Company Common Stock, which shall be deemed outstanding immediately prior to the Effective Time for purposes of this definition). “Closing Consideration” is equal to $25,000,000 plus the Aggregate Option Proceeds minus the Bonus Payments minus Excess Indebtedness minus the Closing Company Merger Costs.
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 means the sum of (a) the aggregate number of outstanding shares of Company Common Stock held by the Participating Securityholders and Dissenting Stockholders immediately prior to the Effective Time, (b) aggregate number of shares of Company Common Stock issuable upon the exercise of the Company Put Warrants, in each case, held by the Participating Securityholders as of immediately prior to the Effective Time (other than the Excluded Company Warrants) and (c) the aggregate number of shares of Company Common Stock issuable upon the exercise of In-the-Money-Options or settlement of Company RSUs outstanding as of immediately prior to cancellation immediately prior to the Effective Time.
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).