Excess Conversion Shares means, prior to receipt of any Requisite Stockholder Approval, in connection with any conversion of shares of Preferred Stock (disregarding for this purpose the last sentence of Section 6(a)(i)(B)), that number of shares (and only that number of shares) of Common Stock (if any) that would result in the Holder thereof, when taken together with all other shares of Common Stock Beneficially Owned by such Holder as of the time of such conversion, Beneficially Owning Voting Stock of the Corporation exceeding 19.9% of the Stockholder Voting Power; provided that if the calculation of Excess Conversion Shares determined prior to giving effect to this proviso would allow for a conversion of the Preferred Stock into a number of shares of Common Stock that exceeds the maximum number of shares of Common Stock that may then be issued in such conversion of Preferred Stock in accordance with the listing requirements and policies of NYSE absent the receipt of the Requisite Stockholder Approval, the “Excess Conversion Shares” shall instead be that number of shares (and only that number of shares) of Common Stock (if any) that would, in connection with any conversion of all shares of Preferred Stock and disregarding for this purpose the last sentence of Section 6(a)(i)(B), result in a violation of the listing requirements and policies of NYSE absent the receipt of the Requisite Stockholder Approval.

Excess Conversion Shares means, with respect to each conversion of this Note (in whole or in part) during the Authorized Share Conversion Restriction Period, including, for the avoidance of doubt, each Major Transaction Conversion in respect of a Company Share Major Transaction, the number of Conversion Shares (if any) issuable upon such conversion (disregarding for such purpose the Beneficial Ownership Cap, the Cap Allocation Amount, the existence of the Authorized Share Conversion Restriction Period and any other limitations on conversion herein or elsewhere and without regard to whether or not a sufficient number of shares are authorized, reserved and available to effect any such conversion and issuance) in excess of the Cap Allocation Amount in effect immediately prior to such conversion.

Examples of Excess Conversion Shares in a sentence

For the avoidance of doubt, the Holders of shares of Preferred Stock shall not be entitled to any voting rights in respect of any Excess Conversion Shares prior to the Requisite Stockholder Approval.

More Definitions of Excess Conversion Shares

Excess Conversion Shares means, with respect to any conversion of the Series A Notes in accordance with Article 14 or Article 15 as of any date of determination, the excess, if any, of (x) the number of Conversion Shares issuable upon such conversion (disregarding for such purpose the Beneficial Ownership Cap, the NYSE Share Cap, the Remaining NYSE Share Cap Amount and any other restriction or limitation on conversion) over (y) the Remaining NYSE Share Cap Amount as of such date.

Excess Conversion Shares has the meaning set forth in Section 8(a).

Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.