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.
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).
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.
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.
More Definitions of Company Total Shares
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.
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.
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.