Shares Deemed Outstanding means a number equal to the sum of: (i) all shares of Common Stock of the Company then outstanding, (ii) all RSUs (as defined in the Form 10) then outstanding, and (iii) all Options Deemed Outstanding, in each case after giving effect to the Distribution but excluding the Shares to be issued pursuant to this Agreement.
Shares Deemed Outstanding means, at any given time, the number of Shares actually outstanding at such time (including, without limitation, any Shares underlying any ADSs outstanding at such time), but excluding any Shares and ADSs owned or held by or for the account of the Company.
Shares Deemed Outstanding means, as of any date of determination, the number of Shares outstanding on a fully diluted basis assuming (i) the full exercise of all in-the-money Share Purchase Rights (other than this Warrant and all other Post Road Warrants) then issued by the Company or which the Company is then obligated to issue and (ii) the conversion into Shares of all in-the-money Convertible Securities then issued by the Company or which the Company is then obligated to issue.
Examples of Shares Deemed Outstanding in a sentence
For purposes of this Paragraph 3, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (i) the number of shares of the Company's Common Stock outstanding at such time, and (ii) the number of shares of the Company's Common Stock deemed to be outstanding under subparagraphs 3.1(1) to (9), inclusive, at such time.
The term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (i) the number of shares of Common Stock outstanding at such time, (ii) the number of shares of Common Stock issuable upon conversion or exchange at such time of all of the Company's outstanding securities that are then convertible into, or exchangeable for, Common Stock and (iii) the number of shares of the Company's Common Stock deemed to be outstanding under Section 7(b)(1) through (10) inclusive, at such time.
The “Purchase Price” shall be determined by dividing (i) the Pre-Money Valuation by (ii) the Shares Deemed Outstanding as of immediately prior to the Closing, rounded to the nearest 1/10 of one cent.
For purposes of this Section 10, the term "Number of Common Shares Deemed Outstanding" at any given time shall mean the sum of (x) the number of shares of the Company's Common Stock outstanding at such time, (y) the number of shares of the Company's Common Stock issuable assuming conversion at such time of the Company's Notes and Warrants and (z) the number of shares of the Company's Common Stock deemed to be outstanding under subparagraphs 10(b)(1) to (9), inclusive, at such time.
For purposes of this Section 2(a), "Common Shares Deemed Outstanding" means, at any given time, the number of Common Shares actually outstanding at such time, plus the number of Common Shares deemed to be outstanding pursuant to Sections 2(a)(i) and 2(a)(ii) below, regardless of whether the Options or Convertible Securities are actually exercisable at such time.
More Definitions of Shares Deemed Outstanding
Shares Deemed Outstanding means, at any given time, the sum (without duplication)of (i) the number of shares of Common Stock actually outstanding at such time, plus (ii) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (iii) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided that Shares Deemed Outstanding at any given time shall not include shares of Common Stock owned or held by or for the account of the Company or any or its wholly owned subsidiaries. ny-2336908
Shares Deemed Outstanding means, at any given time, all issued and outstanding securities convertible into, exchangeable or exercisable for the capital stock of the Company (including, without limitation, the Warrant Shares issued pursuant to the
Shares Deemed Outstanding means the total number of Shares outstanding on a fully diluted basis, including without limitation all Shares obtainable upon exercise of the Warrants. For the purposes of this Agreement (a) all Shares which are issuable upon the exercise of any Stock Purchase Rights shall be deemed to be outstanding upon the issuance of such Stock Purchase Rights whether or not such Stock Purchase Rights are immediately exercisable and (b) the consideration received by the Company in respect of each Share which is deemed to be outstanding pursuant to clause (a) above shall be deemed to be (i) the sum of the aggregate amount received or receivable by the Company as consideration for the issuance or sale of such Stock Purchase Rights plus the minimum aggregate amount of consideration payable to the Company upon the exercise thereof divided by (ii) the maximum aggregate number of Shares issuable by the Company upon the exercise thereof. If and to the extent that any Stock Purchase Rights shall expire or terminate without being exercised, the number of Shares which may be acquired upon the exercise of each Warrant on the date of such expiration or termination shall be readjusted to the number that would have been in effect at such time had such rights never existed and the Shares issuable upon conversion of such expired or terminated rights shall no longer be deemed outstanding.
Shares Deemed Outstanding. For the purposes of this Section 2D(ii), the "PRICE PER SHARE" will be determined by dividing (i) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of Common Shares issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price will be made when Common Shares are actually issued upon the conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments to the Exercise Price had been or are to be made pursuant to Section 2D(i) above, no further adjustment of the Exercise Price will be made by reason of such issuance or sale; PROVIDED, THAT, if such Convertible Securities expire or lapse without being exercised and/or converted into Common Shares, then the Exercise Price will be readjusted to the Exercise Price which would have been in effect had such expired or lapsed Convertible Securities not been issued.
Shares Deemed Outstanding means, at any given time, the number of Shares actually outstanding at such time (including, without limitation, any Shares underlying any ADSs outstanding at such time), but excluding any Shares and ADSs owned or held by or for the account of the Company. 21
Shares Deemed Outstanding means, at any given time, the number of Shares actually outstanding at such time, plus the number of Shares deemed to be outstanding pursuant this Section 6 (whether or not the Derivative Securities are actually exercisable at such time), but excluding any Underlying Shares. If the purchase price or additional consideration provided for in any Derivative Securities, or the rate at which any Derivative Securities are convertible into or exchangeable for Shares shall change at any time, then the Exercise Price in effect at the time of such change shall be readjusted to the Exercise Price which would have been in effect at such time had such Derivative Securities still outstanding provided for such changed purchase price, additional consideration or changed rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment would result in an increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice of such adjustment has been given by the Company to all holders of the Warrants. Upon any adjustment of the Exercise Price pursuant to this Section 6, the number of Underlying Shares shall be adjusted by multiplying the number of Underlying Shares immediately prior to such transaction by a fraction (i) the numerator of which shall be the Exercise Price in effect immediately prior to such transaction and (ii) the denominator of which shall be the Exercise Price immediately after such transaction. The provisions of this Section 6 shall not apply to Exempt Sales. For purposes of determining Fair Market Value and the fair market value of any consideration received by the Company for Shares (or Derivative Securities), Fair Market Value and the fair market value of such consideration shall be determined by the Holders and the Company in good faith as of immediately prior to any such transaction. For purposes of explanation, an example of the calculations required pursuant to this Section 6 is attached to this Agreement.
Shares Deemed Outstanding means, at any given time, the number of Shares actually outstanding at such time, plus the number of Shares deemed to be outstanding pursuant to Sections 2(f)(i)(A) and 2(f)(i)(B) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such time, but excluding any Shares owned or held by or for the account of the Company or issuable upon conversion of the Notes or exercise of the Warrants.