Company Share Amount definition

Company Share Amount means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement).
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Company Share Amount means the total number of all outstanding Company Shares (other than the Excluded Company Shares) assuming full conversion, exercise and exchange of all Equity Interests of Company, whether or not vested, in the money or subject to conditions to conversion, exercise and exchange.
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Company Share Amount means, as of any date of determination, the number of issued and outstanding shares of Company Common Stock, plus all shares of Company Common Stock issuable pursuant to subscriptions therefor and upon the conversion or exercise of any outstanding Stock Equivalents, or subscriptions therefor, as of such date, whether or not such Stock Equivalent is at the time exercisable or convertible, including, to the extent any Company Stock Plan is assumed or otherwise continued by Parent or HoldCo, any shares of Company Common Stock reserved for issuance pursuant to such Company Stock Plan, whether or not then subject to outstanding awards. For purposes of determining the Company Share Amount, if the number of shares subject to a right to acquire shares is variable, then the number of shares issuable upon conversion, exchange or exercise of such right will equal the maximum number of shares that could be received under such right.
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Examples of Company Share Amount in a sentence

  • At the Closing, the Company (or its designee, which may be the Purchaser on behalf of the Company) shall deliver to each Seller such Seller’s Owned Company Share Amount by wire transfer of immediately available funds to the applicable Purchase Price Bank Account.

  • Each share of Company Common Stock (excluding any shares described in Section 2.01(b) and any Dissenting Shares (as defined Section 2.01(d)) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receivean amount of cash equal to the Transaction Value divided by the Company Share Amount (subject to the amount to be withheld pursuant to Section 2.03).

  • In addition, Parent shall deliver to the Escrow Agent such Securityholder's proportionate share (based on the Total Company Share Amount) of the Working Capital Reserve.

  • For purposes of the calculation of the exchange ratio for Company Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 12,349,039, which number shall be confirmed or updated at the Closing and reflected in the certificate of the Chief Executive Officer of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the "Fully Diluted Company Share Amount").

  • Company Share Amount" shall mean the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement).

  • Applicable Fraction" shall mean the fraction: (A) having a numerator equal to the Merger Shares, and (B) having a denominator equal to the Fully Diluted Company Share Amount.

  • This case revealed important issues about journalistic ethics that go beyond rights to know, public interest and privacy.

  • For purposes of the calculation of the exchange ratio for Purchaser Common Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 1,500 (the "Fully Diluted Company Share Amount").

  • A dual check valve or other type of backflow preventer will be required and must be installed on the service side of the water meter.

  • Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.


More Definitions of Company Share Amount

Company Share Amount means the Company Share Number (as defined below) multiplied by the trailing thirty day average closing price of the Company Common Stock as of the date on which the value of the Target Shares was definitively determined.
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Company Share Amount means the 800,000 shares of Common Stock to be purchased by the Company in the Tender Offer, prior to Icahn Enterprises purchasing any shares of Common Stock in the Tender Offer, all upon the terms and subject to the conditions of the Tender Offer as set forth in the Offer Documents.
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Company Share Amount shall be the difference of: (A) the sum of the aggregate number of shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement); LESS (B) 348,228 shares of Series A Preferred Stock.
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Related to Company Share Amount

  • 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.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Company Shares has the meaning set forth in the Recitals.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.