Deemed Outstanding Shares definition

Deemed Outstanding Shares means (i) any Common Shares or Common Share Equivalents issuable pursuant to any Contract (as defined in Section 2.10) entered into by the Corporation prior to the date hereof, or any preemptive right granted by the Corporation prior to the date hereof, and (ii) 4,500,000 Common Shares issued, or to be issued, in consideration for the acquisition by the Corporation of fiber assets and related rights and obligations from Ledcor Industries Limited or Ledcor Industries Inc. under the amended and restated Share Purchase Agreement entered into on September 7, 1999 between Ledcor Industries Limited, Ledcor Industries Inc. and the Corporation (the "Ledcor Roll-Up Agreement"). For greater certainty, Deemed Outstanding Shares do not include Common Shares issuable pursuant to the Minority Roll-Up Transactions.
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Deemed Outstanding Shares means as of each such date of determination the sum of the following: (x) all of the issued and outstanding shares of the Company’s common stock; and (y) all issued and outstanding shares of the Company’s preferred stock calculated on an as-converted basis to shares of the Company’s common stock (excluding any shares of the Company’s preferred stock that are issued or issuable in connection with any rights plan or rights agreement implemented by the Company), and “Fully Diluted Shares” shall mean, as of the date of grant of the Initial Option Award, the sum of the following: (x) all of the issued and outstanding shares of the Company’s common stock; (y) all issued and outstanding shares of the Company’s preferred stock calculated on an as-converted basis to shares of the Company’s common stock (excluding any shares of the Company’s preferred stock that are issued or issuable in connection with any rights plan or rights agreement implemented by the Company); and (z) all outstanding warrants, options, restricted stock units or other securities convertible or exercisable for shares of the Company’s common stock or preferred stock, in all cases calculated on an as-converted basis to shares of the Company’s common stock (excluding any shares of the Company’s preferred stock that are issued or issuable in connection with any rights plan or rights agreement implemented by the Company).
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Deemed Outstanding Shares of CGI Common Stock means:
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Examples of Deemed Outstanding Shares in a sentence

  • In the event the Holders' Share Total constitutes less than 10% of the Deemed Outstanding Shares on a Designee Notice Due Date, the Holders of Series B Preferred Stock shall not be entitled to designate a director for such election and the Holders shall be entitled to voting rights in accordance with Section 4(a) above with respect to such election.

  • The Company and PubCo shall have delivered to HCIC Lock-Up Agreements executed by persons holding, in the aggregate, no less than eighty-five percent (85%) of Plus Holdings Deemed Outstanding Shares (without giving effect to the number of Plus Holdings Ordinary Shares issuable upon the exercise of the Company Share Purchase Warrant).

  • The Company shall not enter into the Company Share Purchase Warrant in a form that would permit exercise by the holder thereof for Company Securities that would represent in excess of twenty percent (20%) of the Plus Holdings Deemed Outstanding Shares as of the date hereof.

  • A) shares of StemoniX Series A Preferred Stock and Series B Preferred Stock and (B) StemoniX Convertible Notes), (ii) in-the-money StemoniX Options, and (iii) in-the- money StemoniX Warrants, will hold approximately 78% of the Deemed Outstanding Shares, with such percentages subject to the Net Cash Adjustment and, proportionately for all equity holders of the post-merger company, the Private Placement.

  • The Company and PubCo shall have delivered to HCIC Lock-Up Agreements executed by persons holding, in the aggregate, no less than eighty-five percent (85%) of Plus Holdings Deemed Outstanding Shares (without giving effect to the number of Plus Holdings Ordinary Shares issuable upon the exercise of the Company Share Purchase Warrant if the Company Share Purchase Warrant is entered into by the parties thereto on or prior to the Closing).


More Definitions of Deemed Outstanding Shares

Deemed Outstanding Shares means the sum of (a) all shares of Common Stock outstanding, plus (b) the aggregate number of shares of Common Stock issuable under this Agreement in exchange for Partnership Units at the then applicable Exchange Rate, assuming for this purpose that the Partnership Units are then exchangeable.
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Deemed Outstanding Shares means as of each such date of determination the sum of the following: (x) all of the issued outstanding shares of the Company’s common stock; and (y) all issued and outstanding shares of the Company’s preferred stock calculated on an as-converted to shares of the Company’s common stock basis (excluding any shares of the Company’s preferred stock that are issued or issuable in connection with any rights plan or rights agreement implemented by the Company); In the event of breach of this Section 2(b)(ii)(B) by the Company, the Executive’s sole and exclusive remedy shall be to require the Company to issue the 2021 Option Award to the Executive.
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Related to Deemed Outstanding Shares

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Total Outstanding Shares means the aggregate number of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time.

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Outstanding Shares means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • Total Outstanding Amount means, at any time, the aggregate Dollar Amount of all Loans outstanding at such time plus the aggregate Dollar Amount of the Letter of Credit Liabilities of all Lenders at such time.

  • Principal Outstanding means the principal amount of the Loan outstanding as on the date of occurrence of Insured Event less the portion of principal component included in the EMIs payable but not paid from the date of the loan agreement till the date of the Insured Event/s. For the purpose of avoidance of doubt, it is clarified that any EMIs that are overdue and unpaid to the Bank prior to the occurrence of the Insured Event will not be considered for the purpose of this Policy and shall be deemed as paid by the Insured.

  • Adjusted Outstanding Dollar Principal Amount means at any time during a Monthly Period with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche of Notes at such time, less any funds on deposit in the Principal Funding Account or the related Sub-Account, as applicable, for the benefit of such Series, Class or Tranche of Notes at such time.

  • Aggregate Outstanding Loan Balance means on any day, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date.

  • Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

  • Total Outstandings means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

  • Pro Rata Repurchase means any purchase of shares of Common Stock by the Corporation or any subsidiary thereof, whether for cash, shares of capital stock of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other person or any other property (including shares of a subsidiary of the Corporation), or any combination thereof, effected while any of the shares of ESOP Preferred Stock are outstanding, pursuant to any tender offer or exchange offer subject to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision of law, or pursuant to any other offer available to substantially all holders of Common Stock; provided, however, that no purchase of shares by the Corporation or any subsidiary thereof made in open market transactions shall be deemed a Pro Rata Repurchase. For purposes of this paragraph I(7), shares shall be deemed to have been purchased by the Corporation or any subsidiary thereof “in open market transactions” if they have been purchased substantially in accordance with the requirements of Rule 10b-18 as in effect under the Exchange Act, on the date shares of ESOP Preferred Stock are initially issued by the Corporation or on such other terms and conditions as the Board of Directors of the Corporation or a committee thereof shall have determined are reasonably designed to prevent such purchases from having a material effect on the trading market for the Common Stock.

  • Total Outstanding Indebtedness means, at any time, without duplication, the sum of Debt of the Borrower, the Borrower’s Pro Rata Share of Debt in respect of Consolidated Businesses, and any Debt of UJVs to the extent Recourse to the Borrower, as determined on a consolidated basis in accordance with GAAP.

  • Aggregate Outstandings means, at a particular time, the sum of (a) the Aggregate Letters of Credit Outstandings at such time and (b) the aggregate outstanding principal amount of all Revolving Credit Loans at such time.

  • Total Revolving Outstandings means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Aggregate Revolver Outstandings means, at any date of determination: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit.

  • Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit.

  • Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

  • Cumulative Outstanding Principal Amount means the aggregate principal amount of each series of Bonds issued and Outstanding from time to time in accordance with the provisions of this Ordinance, as reflected in the records maintained by the Registrar as provided in this Ordinance.

  • Pro Rata Repurchases means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

  • L/C Exposure at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time. The L/C Exposure of any L/C Lender at any time shall equal its L/C Percentage of the aggregate L/C Exposure at such time.

  • Aggregate Credit Exposure means, at any time, the aggregate Credit Exposure of all the Lenders at such time.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.