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.
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.
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).
Company Warrant means a warrant to purchase shares of Company Capital Stock.
Company Shares has the meaning set forth in the Recitals.
Company Warrants means warrants to purchase shares of Company Common Stock.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, a "Company Conversion Measuring Period"). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Company Conversion Measuring Period.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).
Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
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;
Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Common Shares means the common shares in the capital of the Company;
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.