Outstanding Common Amount definition
Outstanding Common Amount means (i) the number of shares of the Common Stock outstanding on the date of issuance of the Series G Preferred Shares pursuant to the Purchase Agreement plus (ii) any additional shares of Common Stock issued thereafter in respect of such shares pursuant to a stock dividend, stock split or similar event. The maximum number of shares of Common Stock issuable as a result of the 19.99% limitation set forth herein is hereinafter referred to as the "Maximum Share Amount." With respect to each holder of Series G Preferred Stock, the Maximum Share Amount shall refer to such holder's pro rata share thereof. In the event that Corporation obtains Stockholder Approval or the approval of NASDAQ, or by reason of the inapplicability of the rules of NASDAQ or otherwise, the Corporation concludes that it is able to increase the number of shares to be issued above the Maximum Share Amount (such increased number being the "New Maximum Share Amount"), the references to Maximum Share Amount, above, shall be deemed to be, instead, references to the greater New Maximum Share Amount. In the event that Stockholder Approval is obtained and there are insufficient reserved or authorized shares, or a registration statement covering the additional shares of Common Stock which constitute the New Maximum Share Amount is not effective prior to the Maximum Share Amount being issued (if such registration statement is necessary to allow for the public resale of such securities), the Maximum Share Amount shall remain unchanged; provided, however, that the holders of Series G Preferred Shares may grant an extension to obtain a sufficient reserved or authorized amount of shares or of the effective date of such registration statement. In the event that (a) the aggregate number of shares of Common Stock actually issued upon conversion of the outstanding Series G Preferred Shares represents at least twenty percent (20%) of the Maximum Share Amount and (b) the sum of (x) the aggregate number of shares of Common Stock issued upon conversion of Series G Preferred Shares plus (y) the aggregate number of shares of Common Stock that remain issuable upon conversion of Series G Preferred Shares and based on the Conversion Price then in effect), represents at least one hundred percent (100%) of the Maximum Share Amount, the Corporation will use its best reasonable efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Shar...
Outstanding Common Amount means the number of shares of the Common Stock outstanding immediately prior to the Initial Closing.
Outstanding Common Amount means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time, including, without limitation, any shares of Company Common Stock issued pursuant to the exercise of Company Options, Company Warrants or other rights, or the conversion of Company Preferred Stock.
Examples of Outstanding Common Amount in a sentence
For purposes of this paragraph, "Outstanding Common Amount" means (i) the number of shares of the Common Stock outstanding on the date of issuance of the Series G Preferred Shares pursuant to the Purchase Agreement plus (ii) any additional shares of Common Stock issued thereafter in respect of such shares pursuant to a stock dividend, stock split or similar event.
The "Cash Rate to Common --------------------------- Holders" shall mean the quotient obtained by dividing (x) Cash Consideration for Common Holders by (y) the Outstanding Common Amount.
The "Common Exchange Ratio" shall --------------------- mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount.
The "Common Exchange Ratio" shall mean the quotient obtained by dividing (x) the Aggregate Share Number minus the Aggregate Preferred Number, by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount plus (C) the Aggregate Additional Conversion Share Number.
The "Exchange Ratio" shall mean the -------------- quotient obtained by dividing (x) the Aggregate Share Number less any Parent Common Stock issued in exchange for Company Preferred Stock by (y) the sum of (A) the Outstanding Common Amount plus (B) the Outstanding Option Amount.
The "Outstanding Aggregate Amount" shall mean the sum of the Outstanding Common Amount and the Outstanding Option Amount.
The "Outstanding Common Amount" shall mean the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
The "Outstanding Total Amount" ------------------------ shall mean the sum obtained by adding (x) the Outstanding Common Amount, (y) the Outstanding Option Amount, and (z) the Outstanding Dissent-Eligible Amount.
Notwithstanding the cancellation of the Converted Shares pursuant to the preceding sentence, the cancellation of such Converted Shares (i) shall not reduce the Stock Consideration for purposes of calculating the Outstanding Common Amount or the Exchange Ratio and (ii) shall have the effect of reducing the Stock Consideration actually payable by Parent pursuant to Section 1.8.
The "Escrow Amount" shall mean one-tenth ------------- ------------- (1/10/th/) of the number of shares of Acquiror Common Stock obtained by multiplying (x) the Outstanding Common Amount by (y) the Exchange Ratio.
More Definitions of Outstanding Common Amount
Outstanding Common Amount means (i) the number of Common Shares outstanding on the date immediately prior to the earliest date of issuance of the Notes or any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Shares issued or issuable upon conversion of the Notes for purposes of such rule plus (ii) any additional shares of Common Shares issued thereafter in respect of such shares pursuant to a stock dividend, stock split or similar event. The maximum number of Common Shares issuable as a result of the 19.99% limitation set forth herein is hereinafter referred to as the “Maximum Share Amount.” With respect to each Holder of Notes, the Maximum Share Amount shall refer to such Holder’s pro rata share thereof based on the principal amount of Notes then held by such Holder relative to the total aggregate principal amount of Notes then outstanding plus the value of any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Shares issued or issuable upon conversion of the Notes for purposes of Rule 4350(i). In the event that the Company obtains Shareholder Approval, the number of shares that the Notes convert into will be as set forth in paragraph 19(a) above (such increased number being the “New Maximum Share Amount”) and the references to Maximum Share Amount, above, shall be deemed to be, instead, references to the greater New Maximum Share Amount. In the event that Shareholder Approval is not obtained, the Maximum Share Amount shall remain unchanged.”
Outstanding Common Amount means the aggregate number of shares of Company Common Stock outstanding as of the signing of this Agreement (taking into account all shares of Company Preferred that shall be converted into Company Common Stock as of the Effective Time). The Company represents and warrants that the Outstanding Common Amount immediately prior to signing this Agreement is 15,669,775. The Company acknowledges that Parent is relying on this number for purposes of calculating the Exchange Ratio and that no qualifications, whether contained in this Agreement, any schedules or exhibits attached to this Agreement or any other document delivered by the Company, shall have the effect of modifying such amount. The parties agree that any inaccuracy in the Outstanding Common Amount shall be deemed to be a mistake of fact and that the Exchange Ratio shall be recalculated to take into account any such inaccuracy. In the event that, as a result of recalculating the Exchange Ratio, the Parent is required to issue more shares of Parent Common Stock than would have been issued had there been no inaccuracy in the Outstanding Common Amount (such additional shares being referred to herein as the "Excess Shares"), the Parent shall be entitled to receive an amount of shares from the Escrow Agent equal to the Excess Shares which shall be taken from the Escrow Shares without giving effect to Section 7.4(c) below.
Outstanding Common Amount shall have the meaning set forth in Section 3(a).
Outstanding Common Amount means (i) the Stock outstanding on the earliest date of issuance of the Warrant or any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Stock issued or issuable upon exercise of the Warrant for purposes of such rule plus (ii) any additional shares of Stock issued thereafter in respect of such shares pursuant to a stock dividend, stock split or similar event. If in any case the Applicable Number includes a fraction, the fraction shall be rounded down to the closest integral number. In addition, if Holder chooses for the Stock Purchase Price to be equal to the Equity Placement Price then Holder also shall be entitled to receive (as calculated in relation to the Coverage Amount) any options, warrants, or other convertible securities or similar consideration issued or delivered to investors who purchased Stock in connection with such next equity placement. This Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific Time) on February 28, 2024 (the “Expiration Date”), upon surrender to Company at its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (or at such other location as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to further adjustment as provided in Section 4 of this Warrant This Warrant is subject to the following terms and conditions:
Outstanding Common Amount. The "Outstanding Common Amount" shall mean the aggregate number of shares of Company Common Stock outstanding as of the signing of this Agreement (taking into account all shares of Company Preferred that shall be converted into Company Common Stock as of the Effective Time). The Company represents and warrants that the Outstanding Common Amount immediately prior to signing this Agreement is 15,669,775. The Company acknowledges that Parent is relying on this number for purposes of calculating the Exchange Ratio and that no qualifications, whether contained in this Agreement, any schedules or exhibits attached to this Agreement or any other document delivered by the Company, shall have the effect of modifying such amount. The parties agree that any inaccuracy in the Outstanding Common Amount shall be deemed to be a mistake of fact and that the Exchange Ratio shall be recalculated to take into account any such inaccuracy. In the event that, as a result of recalculating the Exchange Ratio, the Parent is required to issue more shares of Parent Common Stock than would have been issued had there been no inaccuracy in the Outstanding Common Amount (such additional shares being referred to herein as the "Excess Shares"), the Parent shall be entitled to receive an amount of shares from the Escrow Agent equal to the Excess Shares which shall be taken from the Escrow Shares without giving effect to Section 7.4(c) below.
Outstanding Common Amount means (i) the number of shares of the Common Stock outstanding on the date of issuance of the Series H Preferred Stock pursuant to the Purchase Agreement plus (ii) any additional shares of Common Stock issued thereafter in respect of such shares pursuant to a stock dividend, stock split or similar