Threshold Shares definition

Threshold Shares means, with respect to any person as of any time, the sum of (without duplication): (a) any shares of capital stock of the Corporation, including Class A Common Stock, Class B Common Stock and Class C Common Stock, held by such person as of such time and (b) any shares of capital stock of the Corporation, including Class A Common Stock, Class B Common Stock and Class C Common Stock, underlying any securities (including restricted stock units, options, or other convertible instruments) held by such person as of such time, whether such securities are vested or unvested, earned or unearned, convertible into or exchangeable or exercisable as of such time or in the future.
Sample 1Sample 2Sample 3
Threshold Shares means, with respect to each Shareholder, the number of shares of Common Stock held by such Shareholder as of the Threshold Date, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock occurring after the Threshold Date.
Sample 1Sample 2Sample 3
Threshold Shares means, with respect to any share of Series C Common, the shares of Series B Common and Series C Common outstanding immediately after such share of Series C Common is issued (other than any shares of Series C Common issued on the same date as such share of Series C Common). The Threshold Shares shall also include any shares of capital issued with respect to the Threshold Shares in a share split, share dividend, share combination or other recapitalization involving such shares. For the avoidance of doubt, shares of Series A Common are not Threshold Shares.
Sample 1Sample 2Sample 3

Examples of Threshold Shares in a sentence

  • Upon the occurrence of your Death or Disability when the Trigger Event Price is equal to or greater than $38.00 but less than $46.00, a number of Designated Shares equal to the greater of (i) the Trigger Event Shares or (ii) the unvested Initial Threshold Shares if a 40% Qualification Event has previously occurred plus the unvested Second Threshold Shares if a 100% Qualification Event has previously occurred, will vest immediately, and the remaining Designated Shares shall be forfeited immediately.

  • Upon the occurrence of a Change of Control when the Trigger Event Price is equal to or greater than $38.00 but less than $46.00, a number of Designated Shares equal to the greater of (i) the Trigger Event Shares or (ii) the unvested Initial Threshold Shares if a 40% Qualification Event has previously occurred plus the unvested Second Threshold Shares if a 100% Qualification Event has previously occurred, will vest immediately, and the remaining Designated Shares shall be forfeited immediately.

  • Second Threshold Shares remaining unvested on the Termination Date will continue to vest after the Termination Date as provided in this Agreement.

  • Upon the occurrence of a Change of Control when the Trigger Event Price is less than $38.00, if a 40% Qualification Event has previously occurred but a 100% Qualification Event has not previously occurred, the unvested Initial Threshold Shares will vest immediately, and the remaining Designated Shares shall be forfeited immediately.

  • In the event of a 40% Qualification Event, 40% of the Designated Shares (the “Initial Threshold Shares”) will vest as follows: One-fifth of the number of Initial Threshold Shares will vest on each of the first five anniversaries of the date on which the 40% Qualification Event occurred.

  • Upon the occurrence of your Death or Disability when the Trigger Event Price is less than $38.00, if a 40% Qualification Event has previously occurred but a 100% Qualification Event has not previously occurred, the unvested Initial Threshold Shares will vest immediately, and the remaining Designated Shares shall be forfeited immediately.

  • If a Qualified Employment Termination occurs after a 40% Qualification Event but prior to a 100% Qualification Event, on the date of the Qualified Employment Termination, a number of shares equal to one-fifth of the Initial Threshold Shares will vest immediately, and the remaining unvested Initial Threshold Shares and Designated Shares shall be forfeited.

  • The shares subject to grant are as follows: Threshold Shares 2,500 2,500 2,500 and Target Shares 5,000 5,000 5,000 TOTAL POTENTIAL 7,500 7,500 7,500 If actual performance falls between the Threshold and Target levels, the percentage of the Performance Award earned, cash and stock options, will be at the discretion of the Chief Executive Officer based upon the individual executives personal performance.

  • If a Qualified Employment Termination occurs after the occurrence of a 100% Qualification Event, on the date of the Qualified Employment Termination, a number of shares equal to one-fifth of the Initial Threshold Shares and one-seventh of the Second Threshold Shares will vest immediately, and the remaining unvested Designated Shares shall be forfeited.

  • In the event of a 100% Qualification Event, all of the Designated Shares other than the Initial Threshold Shares (the “Second Threshold Shares”) will vest as follows: One-seventh of the number of Second Threshold Shares will vest on each of the first seven anniversaries of the date on which the 100% Qualification Event occurred.


More Definitions of Threshold Shares

Threshold Shares means that number of shares of common stock of the Corporation that represented at least three percent (3%) of the number of outstanding shares of common stock of the Corporation as of the most recent date for which such outstanding share amount was given in any filing by the Corporation with the Securities and Exchange Commission prior to the Three Year Start Date.
Sample 1Sample 2
Threshold Shares means the aggregate of the shares of Series A Convertible Preferred Stock issued pursuant to the Stock Purchase Agreements and the shares of Series A Convertible Preferred Stock issued pursuant to the 1999 Stock Purchase Agreements, plus any dividends paid in additional shares of Series A Convertible Preferred Stock, as adjusted for any subdivisions or combinations.
Sample 1
Threshold Shares means twenty-five percent (25%) of the Base Shares.
Sample 1
Threshold Shares means number of authorized but unissued shares of Common Stock that would have been delivered upon conversion of 10% of the principal amount of the Debentures outstanding at the Execution Time.
Sample 1

Related to Threshold Shares

  • Dividend Threshold Amount has the meaning set forth in Section 5.04(a).

  • Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Number of Shares means a number of shares calculated as follows: Par / Geared Put Strike LPU rounded down to the nearest round lot as permitted by the Exchange for trading purposes, and the remaining fractional share amount (being the “Residual Amount”) shall be paid in USD as the Cash Residual; and

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Threshold Price is the lowest price (except to the extent otherwise provided in Section 2.6) at which the Company may sell Shares during the applicable Pricing Period as set forth in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in accordance with Section 2.2); provided, however, that at no time shall the Threshold Price be lower than $3.00 per share unless the Company and the Investor mutually shall agree.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Partial Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.