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 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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Examples of Maximum Number of Conversion Shares in a sentence

  • At the Closing, the Company shall have submitted to The Nasdaq Global Market (the “Nasdaq”) a Listing of Additional Shares Notification Form in respect of the Maximum Number of Conversion Shares, if required, and shall have received no objection thereto from Nasdaq.


More Definitions of Maximum Number of Conversion Shares

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. Section 3.5
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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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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 Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

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

  • 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.

  • 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:

  • 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.

  • 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.

  • Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).