Outstanding Common Stock Number definition

Outstanding Common Stock Number means the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The numbers of shares of Parent Common Stock issuable pursuant to this Section 1.5(a) (including EBIT Shares) that would otherwise be issued to Persons who exercise their appraisal rights pursuant to Section 262 of the DGCL shall not be issued to such persons and shall be canceled.
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Outstanding Common Stock Number shall equal the sum (without duplication) of (i) the aggregate number of shares of Common Stock (other than treasury shares) outstanding immediately prior to the Effective Time (other than the shares of Company Stock held by Convex) and (ii) the aggregate number of shares of Common Stock subject to Outstanding Company Options; provided that, if any Unvested Company Options are forfeited, not later than 60 days (or such greater or lesser number of days as Discovery and the HSW Stockholders’ Representative shall agree in writing) prior to the date of any distribution to the HSW Stockholders’ Representative as contemplated by this Agreement, the parties will recompute the Outstanding Common Stock Number to give effect to such forfeitures for purposes of such distribution.
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Outstanding Common Stock Number shall equal the sum (without duplication) of the aggregate number of shares of Company Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and after giving effect to any timely exercises of Company Options.
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Examples of Outstanding Common Stock Number in a sentence

  • If a Notice of Dispute is not properly given within such time, the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Final Merger Consideration as set forth in the Statement of Final Per Share Amounts shall be final, conclusive and binding for purposes of this Agreement.

  • The ---------------------------------- initial price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.

  • If a Notice of Dispute is not properly given within such time, the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration as set forth in the Statement of Final Per Share Amounts shall be final, conclusive and binding for purposes of this Agreement.

  • The initial ---------------------------------- price to the public of a share of Parent Common Stock, as set forth in the Price Notice, and the Closing Outstanding Common Stock Number, the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration, as set forth in the Statement of Closing Consideration, shall be final, conclusive and binding for purposes of this Agreement.

  • The Parent shall deliver to the Shareholders a statement setting forth a calculation of the Closing Outstanding Common Stock Number (as defined in Exhibit 1 attached hereto), the Closing Per Share Cash Amount, the Closing Per Share Common Stock Amount and the Closing Merger Consideration (as defined in Exhibit 1 attached hereto), payable to the Shareholders at Closing (the "Statement of Closing Consideration").

  • It has been mentioned earlier that, to get rid of the annoying wires, WPT is the perfect solution.

  • Exhibit 1 Final Outstanding Common Stock Number.................................

  • Discrepancies between the generated BR .pdf files and the screens in which all relevant data are visible in IMIS might occur.

  • Within 10 business days following the final determination of the Final Outstanding Common Stock Number, the Final Per Share Cash Amount.

  • No later than 45 days after the Closing, the Parent shall deliver to the Shareholders a statement showing the Final Outstanding Common Stock Number (as defined in Exhibit 1), the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Consideration (as defined in Exhibit 1 attached hereto) (the "Statement of Final Per Share Amounts").


More Definitions of Outstanding Common Stock Number

Outstanding Common Stock Number means the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus additional shares in the amount of eighty-one (81) shares for Xxxxx Xxxxxxx (“Born”) and thirteen (13) shares for Xxxxxx Morteboy (“Morteboy”) to treat them, for purposes of calculating the Outstanding Common Stock Number, as if they had been shareholders prior to the Closing. Born and Morteboy are hereinafter collectively referred to as the “Foreign Managers”. The numbers of shares of Delcorp Common Stock that would otherwise be issuable pursuant to this Section 1.5(a) (including EBITDA Shares) to Persons who hold Dissenting Shares (as defined in Section 1.17(b)) and exercise their dissenters’ rights pursuant to Applicable Nevada Law shall not be issued to such Persons and shall be canceled.
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Outstanding Common Stock Number. Section 1.5(b)(v) “Parent” Heading
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Outstanding Common Stock Number. Section 10.1 “Parent” Preamble “Parent Board” Recitals “Parent Capital Stock” Section 10.1 “Parent Change of Recommendation” Section 6.5(a)
Sample 1
Outstanding Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time.
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Related to Outstanding Common Stock Number

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Company Class A Common Stock means the Class A common stock, $0.0001 par value per share, of the Company.

  • Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.

  • Company Outstanding Shares means the total number of shares of the Company Common Stock, including all shares underlying the Company Restricted Stock Units, that are issued and outstanding as of immediately prior to the Offer Closing Time, and assuming the exercise of all In-the-Money Options outstanding as of the Effective Time. No Out-of-the-Money Options shall be included in the total number of shares of the Company Common Stock outstanding for purposes of determining the Company Outstanding Shares.

  • Outstanding Shares means Shares shown in the books of the Trust or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Trust and which are held in the treasury of the Trust.

  • Class A Common Shares means shares of the Company's Common Stock, Class A, par value $0.0005.

  • Class B Common Shares means class B common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class B common shares may be converted.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Series B Common Stock means shares of Series B Common Stock, $1.00 par value, of the Company.

  • Borrower Common Stock means the common stock of the Borrower.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Voting Common Stock means the voting common stock, par value $0.01 per share, of the Company.