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.

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.

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.

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.

• 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.

• Provided that no vesting occurred pursuant to Section 3(e) upon your Retirement Eligibility, upon your Qualified Retirement after a 40% Qualification Event but prior to a 100% Qualification Event, on the date of your Qualified Retirement, 50% of your unvested Initial Threshold Shares will vest immediately, and the remaining Initial Threshold Shares and 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.

• Other than the registration rights specifically stated in this Agreement, no registration rights equal or senior to the registration rights set forth in this Article 5 may be granted by the Company to any party without the prior consent of the Preferred Holders holding at least, for so long as Blue Ridge China and EI each hold their respective Preferred Threshold Shares, seventy-five percent (75%), and otherwise, fifty percent (50%) of the Subject Shares.

• 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.

• The number of Excess Threshold Shares held by a Stockholder shall equal the multiple of (i) the total Excess Threshold Shares, and (ii) the quotient determined by dividing (x) the Stockholder Shares held by such Stockholder, by (y) the total number of Stockholder Shares.

• 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.

• So long as Blue Ridge China or EI holds at least its Preferred Threshold Shares or the Xxxxxxx Holders hold at least their respective Xxxxxxx Threshold Shares, the Common Shares held by the Management Shareholders or a Permitted Transferee shall be subject to the co-sale provisions of Section 2.3.

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.

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.

Threshold Shares means twenty-five percent (25%) of the Base Shares.

Threshold Shares means, with respect to an Applicable Holder as of a particular time, the sum of (without duplication): (a) any shares of capital stock of the Corporation, including Class A Common Stock and Class B Common Stock, held by such Applicable Holder or his Permitted Affiliates as of such time; and (b) any shares of capital stock of the Corporation, including Class A Common Stock and Class B Common Stock, underlying any Options or Convertible Securities held by such Applicable Holder or his Permitted Affiliates 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.

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.