Pro Forma Outstanding Shares definition

Pro Forma Outstanding Shares means with respect to any particular conversion, the Outstanding Shares as of immediately prior to such conversion (not including the Conversion Shares with respect to such conversion) plus the applicable Conversion Shares in connection with such conversion.
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Pro Forma Outstanding Shares means, as of the Closing Date, the number of shares of Teletrac Common Stock outstanding at such time (including the Escrowed Shares) plus the number of shares of Common Stock that would be outstanding assuming all Teletrac Warrants with an exercise price of less than the Per Share Initial Cash Consideration were exercised for cash pursuant to their terms, plus the number of shares of Teletrac Common Stock that would be outstanding assuming all Teletrac Options with an exercise price less than Per Share Initial Cash Consideration were exercised for cash pursuant to their terms. The adoption of this Agreement and the approval of the Merger by Teletrac's stockholders will constitute the agreement of the holders of Converted Shares (and such person's successors, assigns, heirs, legal representatives, affiliates or spouses) to severally and not jointly indemnify, defend and hold the Stockholder Representative harmless as to any and all liability incurred and amounts required to be paid to Trafficmaster as a result of any action taken by the Stockholder Representative in connection with the transactions contemplated by this Agreement.
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Pro Forma Outstanding Shares means, as of the Closing Date, the number of Shares as of such time plus the number of shares of Common Stock of LCG that would be outstanding assuming all Options were exercised for cash pursuant to the terms of the applicable option agreement (each, an "Option Agreement," and collectively, the "Option Agreements") plus the number of Stock
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Examples of Pro Forma Outstanding Shares in a sentence

  • All issued and outstanding shares of Class B Common Stock shall, immediately after the closing of the initial Business Combination, automatically convert into an aggregate number of shares of Class A Common Stock equal to the Applicable Percentage multiplied by the Pro Forma Outstanding Shares.

  • Thereafter, upon written notice from the Stockholder Representative to the holders of Converted Shares as to the existence of a deficiency toward the payment of any such indemnification amount, each holder of Converted Shares shall promptly deliver to the Stockholder Representative full payment of his, her or its ratable share of the amount of such deficiency, in accordance with such person's or entity's Pro Forma Outstanding Shares.

  • In the event that the amounts so withheld (if any) are insufficient to pay all such expenses, each Stockholder and Option Holder, upon written notification from the LCG Representatives of any such deficiency, shall promptly deliver to the LCG Representatives full payment of its ratable share of the amount of such deficiency in accordance with such Stockholder's or Option Holder's Pro Forma Outstanding Shares.

Related to Pro Forma Outstanding Shares

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Total Outstanding Shares means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus the aggregate number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time, and plus the aggregate number of shares of the Company Common or Preferred Stock issuable, with or without the passage of time or satisfaction of other conditions, upon exercise of the rights to obtain such shares pursuant to Company Convertible Securities immediately prior to the Effective Time.

  • Total Outstanding Indebtedness means, at any time, the sum, without duplication, of (1) Consolidated Outstanding Indebtedness; (2) Borrower’s Share of UJV Combined Outstanding Indebtedness; and (3) Contingent Obligations.

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • Outstanding Shares means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Pro Forma Note Balance means, with respect to any Distribution Date, the aggregate remaining principal amount of the Notes outstanding on such Distribution Date, after giving effect to distributions pursuant to clauses (i) through (xviii) of Section 5.7(a) hereof.

  • Adjusted Outstanding Dollar Principal Amount means at any time during a Monthly Period with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche of Notes at such time, less any funds on deposit in the Principal Funding Account or the related Sub-Account, as applicable, for the benefit of such Series, Class or Tranche of Notes at such time.

  • Cumulative Outstanding Principal Amount means the aggregate principal amount of each series of Bonds issued and Outstanding from time to time in accordance with the provisions of this Ordinance, as reflected in the records maintained by the Registrar as provided in this Ordinance.

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Aggregate Outstanding Principal Amount means the sum of the Outstanding Principal Amounts with respect to all Series of Notes.

  • Total Outstanding Amount means, at any date, the sum of the aggregate outstanding principal amount of all Loans plus the aggregate LC Exposures of all Lenders at such date.

  • Aggregate Revolver Outstandings means, at any date of determination: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit.

  • Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit.

  • Aggregate Outstanding Credit Exposure means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

  • Non-PO Formula Principal Amount As to any Distribution Date, the sum of (i) the sum of the applicable Non-PO Percentage of (a) all monthly payments of principal due on each Mortgage Loan on the related Due Date, (b) the principal portion of the purchase price of each Mortgage Loan that was repurchased by the Seller pursuant to this Agreement as of such Distribution Date, excluding any Mortgage Loan that was repurchased due to a modification of the Mortgage Rate, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans that are not yet Liquidated Mortgage Loans received during the calendar month preceding the month of such Distribution Date, (e) with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the amount of Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (f) all partial and full Principal Prepayments received during the related Prepayment Period and (ii) (A) any Subsequent Recoveries received during the calendar month preceding the month of such Distribution Date, or (B) with respect to Subsequent Recoveries attributable to a Discount Mortgage Loan that incurred (1) an Excess Loss or (2) a Realized Loss after the Senior Credit Support Depletion Date, the Non-PO Percentage of any Subsequent Recoveries received during the calendar month preceding the month of such Distribution Date.

  • Total Revolving Outstandings means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations.

  • Total Outstandings means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

  • Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

  • Aggregate Outstanding Loan Balance means on any day, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date.

  • Aggregate Outstandings means, at a particular time, the sum of (a) the Aggregate Letters of Credit Outstandings at such time and (b) the aggregate outstanding principal amount of all Revolving Credit Loans at such time.

  • Revolving Loan Outstandings means, at any time of calculation, (a) the then existing aggregate outstanding principal amount of Revolving Loans, and (b) when used with reference to any single Lender, the then existing outstanding principal amount of Revolving Loans advanced by such Lender.

  • Aggregate Revolving Credit Exposure means the aggregate amount of the Lenders’ Revolving Credit Exposures.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Outstanding Credit Exposure means, as to any Bank at any time, the sum of (i) the aggregate principal amount of its Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations at such time.

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination: