Diluted Company Shares definition

Diluted Company Shares means the number of shares of MD Office Common Stock issued and outstanding immediately prior to the Effective Time on an “as converted” and “as exercised” basis.
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Diluted Company Shares means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time on an “as converted” and “as exercised” basis, including (i) all outstanding shares of Company Common Stock, plus (ii) the maximum number of shares of Company Common Stock issuable pursuant to the exercise of any outstanding options, warrants, subscription rights, and agreements or commitments to issue shares of Company Common Stock or issuable pursuant to the conversion of any outstanding Company debt or equity securities for which the exercise price, subscription price or conversion price is less than $1.25 per share of Company Common Stock.
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Diluted Company Shares means, as of immediately prior to the Share Exchange Effective Time, the sum, without duplication, of (a) the aggregate number of all (i) issued and outstanding Company Shares, including the Company Bonus Shares, as of March 12, 2024 (ii) Company Common Shares issuable upon exercise of the Company In-The-Money Vested Options (assuming exercise on a cashless basis), (iii) Company Common Shares issuable upon settlement of the Company RSUs, (iv) Company Common Shares issuable upon exercise of the Company In-the-Money Warrants, plus (b) the aggregate number of Company Common Shares equal to (i) the ANF Purchase Consideration Shares divided by (ii) the ratio determined by dividing the Company Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding, for the avoidance of doubt, subsections (b) and (c)) plus (c) the aggregate number of Company Common Shares equal to (i) the aggregate number of TopCo Common Shares issued as Convertible Loan PIK Interest Shares divided by (ii) the ratio determined by dividing the Company Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding, for the avoidance of doubt, subsections (b) and (c)).
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Examples of Diluted Company Shares in a sentence

  • Each Company Share issued and outstanding immediately prior to the Effective Time shall be converted, subject to Sections 2.1(c) and 2.2, into that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to (i) Merger Consideration divided by (ii) Fully Diluted Company Shares (such ratio shall be referred to herein as the "Exchange Ratio").

  • For the purposes of calculating the Company Reference Share Value, the number of Fully Diluted Company Shares (as defined in the Merger Agreement) shall include all shares of Company common stock underlying options and warrants outstanding prior to the automatic exercise of such securities pursuant to agreements similar to this Amendment.

  • Parent and Merger Sub shall have received a certificate, which shall be in full force and effect, executed by the Chief Executive Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.3(a), and 6.5 have been duly satisfied and specifying the number of Fully Diluted Company Shares (and components thereof).

  • Other than Dissenting Shares (as defined in Section 2.3(f)), each Company Share issued and outstanding immediately prior to the Effective Time shall be converted, subject to Sections 2.1(c) and 2.2, into that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to (i) Merger Consideration divided by (ii) the Fully Diluted Company Shares (such ratio shall be referred to herein as the "Exchange Ratio").

  • ListCo shall issue the Agreed Total Converted ListCo Shares in exchange for the Aggregate Fully Diluted Company Shares as provided in Section 3.07 pursuant to the Form F-4 filed under the Securities Act.

  • As of the date hereof, the Fully Diluted Company Shares is 10,875,610 and the CA Allocation is 1,208,401.

  • The "Per Share Value" shall equal the quotient obtained by dividing (i) $64,000,000 less the amount of the Company Indebtedness less the amount of the Interim Indebtedness by (ii) the sum of (A) the number of Fully Diluted Company Shares outstanding immediately prior to the Effective Time and (B) that number (the "CA Allocation") which is 10% of the sum of the Fully Diluted Company Shares plus the CA Allocation.

  • The Federal Reserve was created when the clearinghouses became exposed to decisions of trusts that were not part of the clearinghouse.

  • 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").

  • 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").


More Definitions of Diluted Company Shares

Diluted Company Shares means, as of immediately prior to the Arrangement Effective Time, the sum, without duplication, of the aggregate number of all (a) issued and outstanding Company Shares (but excluding Company Shares issued, or underlying any securities that are exercisable for or convertible into Company Shares issued, (i) pursuant to the Bridge Financing, any PIPE Financing, Alternative Financing or any other financing consummated by the Company during the Interim Period or (ii) to Maxim Group LLC pursuant to the Maxim Letter), (b) Company Shares issuable upon exercise of each Company Option that, as of immediately prior to the Arrangement Effective Time, had an exercise price per Company Share that is less than the Company Share Implied Price, (c) Company Shares issuable upon settlement of Company RSUs, (d) Company Shares issuable upon exercise of each Company Warrant (but excluding Company Warrants issued, or underlying any securities that are exercisable for or convertible into Company Shares issued, (i) pursuant to the Bridge Financing, any PIPE Financing, Alternative Financing or any other financing consummated by the Company during the Interim Period or (ii) to Maxim Group LLC pursuant to the Maxim Letter) that, as of immediately prior to the Arrangement Effective Time, had an exercise price per Company Share that is less than the Company Share Implied Price and (e) Company Shares issuable upon conversion of the Company Convertible Debentures in accordance with their terms; provided, however, that notwithstanding anything in the foregoing, the calculation of Diluted Company Shares shall disregard Company Shares underlying any securities that are exercisable for or convertible into Company Shares to the extent such securities, as of the Closing Date, are not vested or, if vested, are not in-the-money, as calculated using the treasury stock method.
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Related to Diluted Company Shares

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

  • 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.

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

  • 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.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

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

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

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • 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 Shareholder means a holder of Company Shares.

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

  • Target Shares means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

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

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Shareholders means holders of Company Shares.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Ordinary Shareholder means a holder of ordinary shares;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—