Maximum Number of Conversion Shares definition

Maximum Number of Conversion Shares means the product of (A) the sum of (x) a number of shares of Common Stock equal to the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth in the Certificate of Determination and (b) to the extent so elected by the Company in connection with any such conversion, the number of shares of Common Stock deliverable by the Company upon conversion in respect of dividends payable upon conversion of the Shares (whether or not declared) (assuming the Company elects to issue and deliver, in respect of accumulated and unpaid dividends (whether or not declared), the maximum number of shares of Common Stock in connection with any such conversion), multiplied by (B) the aggregate number of Shares, in each case in accordance with the terms of the Certificate of Determination.
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Maximum Number of Conversion Shares means, as of any time of determination, the sum of (A) the aggregate number of shares of Common Stock issued before such time to settle conversions of the Series A Preferred Stock (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions), if any, plus (B) the maximum number of shares of Common Stock that would be required to settle the conversion of all shares of Series A Preferred Stock issued and outstanding at such time based on the Conversion Price in effect as of such time.
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Maximum Number of Conversion Shares has been duly authorized and reserved by the Company for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms thereof and the Indenture, will be validly issued, fully paid and non-assessable and free of any Liens created by the Company, and the issuance of any such Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
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Examples of Maximum Number of Conversion Shares in a sentence

  • The Company will reserve and keep available at all times, free of preemptive or similar rights, a number of Conversion Shares equal to the Maximum Number of Conversion Shares.

  • IMPERVIOUS SURFACE means an area that releases as runoff all or a large portion of the precipitation that falls on it, except for frozen soil.

  • To reserve and keep available at all times during the period from and including the Closing Date through and including May 15, 2017, free of preemptive or similar rights, a number of Conversion Shares equal to the Maximum Number of Conversion Shares less the aggregate number of Conversion Shares issued in connection with the conversion of Preferred Shares during such period.

  • Subject to satisfaction of the NYSE listing conditions, the Company shall have filed the requisite listing application with the NYSE for the listing of the Shares and a number of Conversion Shares equal to the Maximum Number of Conversion Shares on the NYSE.

  • The Issuer shall have filed the requisite listing application with the NYSE for the listing of the Securities and the Maximum Number of Conversion Shares on the NYSE.

  • The Company will use its commercially reasonable efforts to list the Shares and a number of Conversion Shares equal to the Maximum Number of Conversion Shares on the NYSE, subject to official notice of issuance.

  • Maximum Number of Conversion Shares: The maximum number of shares of Class B Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, including shares of Class B Common Stock issuable as payment of dividends is 17,568,697 shares (or 20,204,002 shares if the underwriters exercise in full their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock).

  • The Company will use its commercially reasonable efforts to effect the listing of the Securities, and a number of Conversion Shares equal to the Maximum Number of Conversion Shares, on the NYSE.

  • This subdivsion will utilize this access point so as to make the least impact to the surrounding area.

  • Subject to satisfaction of the NYSE listing conditions, the Company will use its commercially reasonable efforts to list the Shares and a number of Conversion Shares equal to the Maximum Number of Conversion Shares on the NYSE, subject to official notice of issuance.


More Definitions of Maximum Number of Conversion Shares

Maximum Number of Conversion Shares means the product of (A) the sum of (x) a number of shares of Common Stock deliverable by the Company upon conversion of a share of Mandatory Convertible Preferred Stock at a conversion rate equal to the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth in the Certificate of Designation (as may be increased pursuant to any Fundamental Change (as defined in the Certificate of Designations)) and (y) the maximum number of shares of Common Stock deliverable by the Company in respect of dividends payable on a share of Mandatory Convertible Preferred Stock (whether or not declared), multiplied by (B) the aggregate number of Shares (assuming the exercise in full of the option set forth in Section 2(a)(ii)), in each case in accordance with the terms of the Certificate of Designation.
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Maximum Number of Conversion Shares means the sum of (A) the product of (x) the initial Maximum Conversion Rate (as defined in the Certificate of Designations) for the Shares set forth the Certificate of Designations and (y) the aggregate number of Shares sold by the Company to the Underwriters pursuant to this Agreement, including any Option Shares the Underwriters elect to purchase pursuant to Section 2 hereof and (B) the number of Common Shares deliverable by the Company upon conversion of such Shares in respect of dividends payable thereon (whether or not declared) (assuming the Company elects to issue and deliver, in respect of accumulated and unpaid dividends (whether or not declared), the maximum number of Common Shares in connection with any such conversion), in each case in accordance with the terms of the Certificate of Designations.
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Related to Maximum Number of Conversion Shares

  • Maximum Number of Shares is defined in Section 2.1.4.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Programme Maximum Number of ETP Securities means 1,000,000,000.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Maximum Number of Securities shall have the meaning given in subsection 2.1.4.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • 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.

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Date of Conversion Conversion Price:_______________________________________________________________

  • Number of Shares means a number of shares calculated as follows: Par / Geared Put Strike LPU rounded down to the nearest round lot as permitted by the Exchange for trading purposes, and the remaining fractional share amount (being the “Residual Amount”) shall be paid in USD as the Cash Residual; and

  • Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.

  • Maximum Number means that number of directors constituting the greater of (x) two and (y) 20% of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 3.11 (rounded down to the nearest whole number), which number shall be reduced as set forth in Section 3.11.c.i.

  • Conversion Amount means the sum of the Stated Value at issue.

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.