Parent Outstanding Shares means, subject to Section 1.5(g) and the immediately following sentence, the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time expressed on a fully-diluted basis and using the treasury stock method, but assuming, without limitation or duplication, the issuance of shares of Parent Common Stock in respect of all Parent Options, Parent RSUs, and other outstanding options, warrants or rights to receive such shares, in each case, outstanding as of immediately prior to the Effective Time (assuming cashless exercise using the Parent Closing Price), whether conditional or unconditional and including any outstanding options, warrants or rights triggered by or associated with the consummation of the Merger, (but excluding any shares of Parent Common Stock reserved for issuance other than with respect to outstanding Parent Options and Parent RSUs as of immediately prior to the Effective Time and as set forth above). No out-of-the-money Parent Options shall be included in the total number of shares of Parent Common Stock outstanding for purposes of determining the Parent Outstanding Shares.
Parent Outstanding Shares means the total number of shares of Parent Common Stock outstanding immediately prior to the First Effective Time expressed on a fully-diluted and as-converted-to-Parent Common Stock basis, and assuming the exercise (using the treasury stock method determined by excluding out-of-the-money options, warrants and other derivative securities) of all options, warrants and other derivative securities of Parent outstanding as of immediately prior to the First Effective Time.
Parent Outstanding Shares means the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time, including the total number of shares of Parent Common Stock issuable pursuant to Parent Deferred Stock Rights but excluding (i) the issuance of shares of Parent Common Stock in respect of all Parent Options, Parent Warrants and other outstanding options, warrants or rights to receive such shares (other than the Parent Deferred Stock Rights), in each case, outstanding as of immediately prior to the Effective Time; and (ii) any shares of Parent Common Stock reserved for issuance (other than shares of Parent Common Stock reserved for issuance pursuant to the Parent Deferred Stock Rights).
Examples of Parent Outstanding Shares in a sentence
For the avoidance of doubt, (A) if Company 2023 Net Revenues are less than $18,300,000, no Earn-Out Shares shall be issued by Parent, (B) if Company 2023 Net Revenues are greater than or equal to $18,300,000, no more than one issuance of Earn-Out Shares will be made, and (C) in no event will Parent issue Earn-Out Shares in excess of five percent (5%) of the Parent Outstanding Shares in the aggregate immediately prior to the Earn-Out Date.
To Parent’s knowledge, the Parent Lock-up Agreement Signatories collectively constitute, as of the execution of this Agreement, the holders of not less than 30% of the Parent Outstanding Shares and each such Parent Lock-up Agreement.
The parties agree and understand that such Share Purchase Agreement, including the warrant to be issued pursuant to the Share Purchase Agreement shall not be considered Company Outstanding Units or Parent Outstanding Shares.
To Parent’s knowledge, the Parent Support Agreement Signatories constitute, as of the execution of this Agreement, not less than 37% of the Parent Outstanding Shares have delivered to Parent true and complete and duly executed copies of the Parent Support Agreements.
The Chief Financial Officer of Parent will have executed and delivered to the Company the Parent Outstanding Shares Certificate.
More Definitions of Parent Outstanding Shares
Parent Outstanding Shares shall have the meaning ascribed thereto in Section 1.5(b)(iv).
Parent Outstanding Shares means, as of the close of business on the day immediately preceding the date of the Parent Shareholders' Meeting, the sum of (A) the total number of outstanding shares of Parent Common Stock, (B) the total number of shares of Parent Common Stock which are issuable upon exercise of all outstanding Parent Options, and (C) the total number of shares of Parent Common Stock issuable upon exercise of all Outstanding Parent Warrants.
Parent Outstanding Shares means the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time expressed on a fully-diluted basis, but assuming, without limitation or duplication, (i) with respect to Parent Options, the cashless exercise solely of those Parent Options outstanding as of immediately prior to the Effective Time with an exercise price less than the Parent Closing Price (and otherwise disregarding any other Parent Options) and (ii) the issuance of shares of Parent Common Stock in respect of all other outstanding options, warrants or rights to receive such shares (assuming cashless exercise using the Parent Closing Price in the case of options, warrants and other similar rights), whether conditional or unconditional and including any outstanding options, warrants or rights triggered by or associated with the consummation of the Merger (but excluding any shares of Parent Common Stock reserved for issuance). For the avoidance of doubt, no out-of-the-money Parent Options shall be included in the total number of shares of Parent Common Stock outstanding for purposes of determining the Parent Outstanding Shares.
Parent Outstanding Shares means that number of shares of common stock of Parent issued and outstanding on the Signing Date, but specifically excluding any shares of common stock or convertible preferred stock issued to directors, officers, employees, agents or Affiliates of Acquired Corporation, or any shares issuable upon exercise of any warrants or options.
Parent Outstanding Shares means the total number of shares of Parent Common Stock outstanding immediately prior to the First Effective Time expressed on a fully diluted basis, and assuming, without limitation or duplication, the issuance of shares of Parent Common Stock in respect of all Parent Options, warrants, restricted stock units or other rights to receive shares, whether conditional or unconditional, that will be outstanding as of immediately prior to the First Effective Time.
Parent Outstanding Shares means the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time expressed on a fully-diluted basis, including, for the avoidance of doubt, any Parent Common Stock issued in connection with the Parent Financing; provided however, that for purposes of this definition of “Parent Outstanding Shares” Parent’s fully diluted share count shall only take into account two-thirds of the number of shares of Parent Common Stock underlying any outstanding Parent Warrants, but shall include the shares of Parent Common Stock underlying the warrants to purchase up to 646,094 shares of Parent Common Stock pursuant to that certain Common Stock Purchase Warrant, dated as of May 6, 2020, issued by Parent to Alpha Capital.
Parent Outstanding Shares means, without duplication, (including, without limitation, the effects of the Nasdaq Reverse Split, if completed) the total number of shares of Parent Common Stock outstanding immediately prior to the First Effective Time plus the underlying shares of Parent Common Stock in respect of all In the Money Parent Options and In the Money Parent Warrants that are outstanding immediately prior to the First Effective Time.