Company Total Shares definition

Company Total Shares means a number of shares of Company Stock equal to the sum of (a) the number of shares of Company Common Stock as of immediately prior to the Effective Time, plus (b) the number of shares of Company Common Stock into which all of the shares of Company Convertible Preferred Stock would convert as of immediately prior to the Effective Time, taking into account the effects of the Transactions in accordance with certificate of designations applicable to such Company Convertible Preferred Stock.
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Company Total Shares means, as of immediately prior to the Acquisition Merger Effective Time, the sum of the number of issued and outstanding Company Shares (on a fully-diluted and as-converted basis).
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Company Total Shares means a number of shares of Company Common Stock equal to the sum of (a) the number of issued and outstanding shares of Company Common Stock, (b) the number of shares of Company Common Stock underlying all of the Vested Company Options and (c) the number of shares of Company Common Stock into which all outstanding shares of Company Series A Preferred Stock would be convertible, in each case, as of immediately prior to the First Effective Time; provided, that if the Company Total Shares as so calculated in accordance with this definition (together with the Per Share Transaction Value in accordance with the definition thereof) would result in the product of (x) the Exchange Ratio, multiplied by (y) the Per Share Price, being less than or equal to the exercise price of any of the Vested Company Options issued and outstanding as of immediately prior to the First Effective Time, then the calculations described in this definition and in the definition of “Per Share Transaction Value” shall berecalculated by (i) excluding any shares of Company Common Stock underlying each of the Vested Company Options with the highest exercise price per share from the calculation of Company Total Shares and (ii) excluding the exercise price of each such Vested Company Option from the calculation of the aggregate exercise price described in clause (a)(ii) of the definition of “Per Share Transaction Value”, in each case, on an iterative basis until the resulting calculations of each of Company Total Shares and Per Share Transaction Value cause the product of (I) the Exchange Ratio and (II) the Per Share Price to be in excess of the exercise price of each of the Vested Company Options included in such calculations, and the number of Company Total Shares so calculated shall be the “Company Total Shares” for the purposes of this Agreement, and the aggregate Vested Company Options that are excluded from the calculation of Company Total Shares pursuant to the operation of this proviso shall be the “Out-of-the-Money Vested Company Options”; provided, further, that, for the avoidance of doubt, the adjusted calculations described in the foregoing proviso would be effected in a manner such that the spread value underlying each such Vested Company Option shall remain the same immediately prior to and immediately following the First Effective Time.
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Examples of Company Total Shares in a sentence

  • The "Exchange Ratio" shall mean the quotient obtained by dividing (x) 3,200,000 by (y) the Company Total Shares.

  • An impairment review has not been carried out as at the reporting date because there were no indicators of impairment Company Total Shares in Group undertakings £At 8 October 2014 -Additions 1,500,000───────At 30 June 2015 1,500,000═══════ During the period the Company acquired control of THestate 1 AB through the purchase of 100% of its ordinary shares.

  • By returning this Letter of Transmittal, I/we acknowledge that delivery shall be effected and risk of loss shall pass only upon proper delivery of certificates and other documents to the Exchange Agent.SIGNATURE: SIGNATURE: DATE: Telephone number (required): E-mail address: 1 Magnum Coal Company Certificated shares: Magnum Coal Company Uncertificated shares: Magnum Coal Company Total Shares: your original certificates, if any, with this Letter of Transmittal.


More Definitions of Company Total Shares

Company Total Shares means a number of shares of Company Common Stock equal to the sum of (a) the number of issued and outstanding shares of Company Common Stock, (b) the number of shares of Company Common Stock underlying all of the Vested Company Options and (c) the number of shares of Company Common Stock into which all outstanding shares of Company Series A Preferred Stock would be convertible, in each case, as of immediately prior to the First Effective Time; provided, that if the Company Total Shares as so calculated in accordance with this definition (together with the Per Share Transaction Value in accordance with the definition thereof) would result in the product of (x) the Exchange Ratio, multiplied by (y) the Per Share Price, being less than or equal to the exercise price of any of the Vested Company Options issued and outstanding as of immediately prior to the First Effective Time, then the calculations described in this definition and in the definition of “Per Share Transaction Value” shall be recalculated by (i) excluding any shares of Company Common Stock underlying each of the Vested Company Options with the highest exercise price per share from the calculation of Company Total Shares and (ii) excluding the exercise price of each such Vested Company Option from the calculation of the aggregate exercise price described in clause (a)(ii) of the definition of “Per Share Transaction Value”, in each case, on an iterative basis until the resulting calculations of each of Company Total Shares and Per Share Transaction Value cause the product of (I) the Exchange Ratio and (II) the Per Share Price to be in excess of the exercise price of each of the Vested Company Options included in such calculations, and the number of Company Total Shares so calculated shall be the “Company Total Shares” for the purposes of this Agreement, and the aggregate Vested Company Options that are excluded from the calculation of Company Total Shares pursuant to the operation of this proviso shall be the “Out-of-the-Money Vested Company Options”; provided, further, that, for the avoidance of doubt, the adjusted calculations described in the foregoing proviso would be effected in a manner such that the spread value underlying each such Vested Company Option shall remain the same immediately prior to and immediately following the First Effective Time.
Sample 1
Company Total Shares means, as of immediately prior to the Effective Time, the sum of (i) the number of issued and outstanding Company Shares (on an as-converted basis), (ii) the aggregate number of Company Shares (on an as-converted basis) issuable upon the settlement of all vested Company RSUs as of immediately prior to the Effective Time (including after giving effect to the consummation of the Acquisition Merger or any acceleration of any unvested Company RSUs in connection with the consummation of the Acquisition Merger) and (iii) the aggregate number of Company Shares (on an as-converted basis) issuable upon conversion of the Company Convertible Note.
Sample 1
Company Total Shares means the sum of (i) the aggregate number of issued and outstanding Company Shares as of immediately prior to the Effective Time after giving effect to the conversion set forth under ‎Section 3.01, (ii) the aggregate number of Company Shares issuable upon the exercise of all vested Company Options as of immediately prior to the Effective Time (including after giving effect to any acceleration of any unvested Company Options in connection with the consummation of the Merger), (iii) the aggregate number of Company Shares that are subject to vested Company RSUs, if any, as of immediately prior to the Effective Time and (iv) the aggregate number of Company Shares issuable upon the exercise of all outstanding Company Warrants as of immediately prior to the Effective Time.
Sample 1

Related to Company Total Shares

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • 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).

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Common Shares means the common shares in the capital of the Corporation;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

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

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • 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.

  • Company Preferred Stock means the Preferred Stock, par value $0.001 per share, of the Company.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Company Shares means the common shares in the capital of the Company;