Common Conversion Number definition

Common Conversion Number means the result obtained by dividing (x) (i) the maximum number shares of Parent Common Stock that may be issued by Parent as of the date prior to the Closing Date without obtaining the approval of stockholders of Parent pursuant to the rules and regulations of the New York Stock Exchange (the "NYSE") minus (ii) the number of shares of Parent Common Stock required pursuant to Section 2.7 to be reserved for issuance upon exercise of Company Options (as defined in Section 2.7) outstanding immediately prior to the Effective Time by (y) the number of shares of Company Common Stock (excluding Alternative Merger Excluded Shares) outstanding immediately prior to the Effective Time as certified to Parent by the principal registrar and transfer agent of the Company.
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Common Conversion Number has the meaning specified in Section ------------------------ 3.01(a).
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Common Conversion Number means the quotient (calculated to the fourth decimal place) obtained by dividing (a) the Common Stock Consideration Per Share by (b)
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Examples of Common Conversion Number in a sentence

  • At the Effective Time, each share of Vyteris Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement, cease to be outstanding and shall be converted into and become the right to receive a number of shares of Treasure Mountain Common Stock equal to the "Vyteris Common Conversion Number" upon surrender of such certificates evidencing such shares.

  • For purposes of this Agreement, the "Vyteris Common Conversion Number" shall be 4.

  • The Election Form shall include information as to the Share Price, the Class B Common Conversion Number, the Class B Preferred Conversion Number and the Cash Consideration Amount and state the pricing terms of the Series D Preferred Stock.

  • Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except shares subject to Section 3.1(c) and Dissenting Shares) will be converted into and will thereafter evidence and become that number of shares of TCI Music Common Stock equal to the Common Conversion Number.

  • In addition, upon any liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share equal to the Common Conversion Number (as adjusted pursuant to Section 2) times the aggregate amount to be distributed per share to holders of shares of Common Stock.

  • Upon the occurrence of each adjustment of the Common Conversion Number pursuant to the terms set forth in this Certificate of Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms of this Certificate of Designation and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

  • Upon a Conversion Event, each 1.1 shares of Series A Preferred Stock shall be converted into a number of shares of Common Stock equal to the Common Conversion Number.

  • For purposes of this Agreement, "Common Conversion Number" means the quotient (rounded to the nearest one hundredth) resulting from dividing (x) the Per-Share Merger Value by (y) the TCI Series A Common Stock Value.

  • Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive a number of shares of Acquiror Common Stock equal to the Common Conversion Number.

  • It is understood that the payments made by persons living in care institutions do not necessarily go to the benefit of that institution, it is suggested to review that policy.


More Definitions of Common Conversion Number

Common Conversion Number means the quotient obtained by dividing (A) the Total Remaining Consideration by (B) the product of (1) the Fully-Diluted Company Common Stock and (2) the Acquiror Stock Price.
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Common Conversion Number means the quotient obtained by dividing:
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Common Conversion Number means the result obtained by dividing (x)
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Common Conversion Number means the quotient (rounded to the nearest one hundredth) resulting from dividing (x) the Per-Share Merger Value by (y) the TCI Series A Common Stock Value. At the Effective Time, the Company will allocate a portion of the Merger Shares and such Merger Shares will be deliverable to each holder of Warrants who has agreed to cancel the Warrants (the "Warrant Cancellation") held by such holder and receive in exchange therefor with respect to each share of Company Common Stock issuable upon conversion, exercise or exchange of Warrants that number of shares of TCI Music Common Stock equal to the Warrant Conversion Number. For purposes of this Agreement, the "Warrant Conversion Number" means the quotient (rounded to the nearest one hundredth) resulting
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Common Conversion Number means the result obtained by dividing (x) (i) the maximum number shares of Parent
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Related to Common Conversion Number

  • Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

  • Stock Conversion Number shall have the meaning set forth in Section 3.2.1.

  • Stock Election Number shall have the meaning set forth in Section 3.2.1.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Conversion Amount means the sum of the Stated Value at issue.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Conversion Notice means a written notice of conversion substantially in the form annexed hereto as Exhibit A.

  • Forced Conversion shall have the meaning set forth in Section 6(d).

  • Registration number means the number allocated to the registered person for the purpose of this Act;

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Conversion Right has the meaning provided in Section 4.5(a) hereof.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Automatic Conversion means the irrevocable and automatic release of all of the Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities.

  • Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.