Total Outstanding Company Shares definition

Total Outstanding Company Shares means the sum, without duplication, of (a) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time plus (b) the aggregate number of shares of Company Common Stock that would be issuable upon the conversion all shares of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time into shares of Company Common Stock pursuant to the Company Organizational Documents.
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Total Outstanding Company Shares shall be the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (in the case of convertible securities, computed on a Company Common Stock equivalent basis, giving effect to the conversion ratio governing each such convertible security).
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Total Outstanding Company Shares is defined in Section 2.01(a). --------------------------------
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Examples of Total Outstanding Company Shares in a sentence

  • The Company agrees to obtain and deliver to Buyer duly authorized and executed Stockholder Agreements from additional Stockholders such that, within ten (10) business days following the date of this Agreement, Buyer shall have received Agreements from Stockholders owning not less than ninety-five percent (95%) of the Total Outstanding Company Shares (the "Stockholder Requirement").

  • Shareholders shall have delivered to Parent the Certificates representing the Total Outstanding Company Shares at or prior to the Effective Time.

  • The Company agrees to use its best efforts to obtain and deliver to Buyer duly authorized and executed Voting Agreements from additional Shareholders such that, within ten (10) business days following the date of this Agreement, Buyer shall have received such Agreements from Shareholders owning not less than eighty percent (80%) of the Total Outstanding Company Shares (the "Shareholder Requirement").

  • The Shareholders of the Company shall have approved this Agreement, the Merger and the transactions contemplated hereby; the Shareholder Requirement shall have been satisfied and Lock-Ups shall have been obtained from the security holders representing 80% of the Total Outstanding Company Shares and of the Company Capital Stock subject to Company Options.

  • The "Exchange Ratio" shall equal the quotient obtained by dividing (i) 28,138,000 by (ii) the sum of (x) the aggregate number of Total Outstanding Company Shares and (y) the aggregate number of shares of Company Capital Stock subject to Company Options outstanding as of the Effective Time.


More Definitions of Total Outstanding Company Shares

Total Outstanding Company Shares means the total number of shares of Company Common Stock outstanding on the Closing Date.
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Total Outstanding Company Shares means the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time.
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Total Outstanding Company Shares means the total of the Company Incentive Shares and the Company Precedent Shares.
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Total Outstanding Company Shares means the total number of Company Shares outstanding at the Effective Time (after giving effect to (x) the exercise of all options to purchase Company Shares issued by the Company pursuant to its stock option plans or otherwise ("Options") as provided in Section 1.10, and (y) the conversion or exercise of all outstanding securities convertible or exercisable into Company Shares); "Purchase Price" shall mean the product of (x) two (2) and (y) the Gross Revenues (as herein defined) of the Company for the twelve calendar months ending February 28, 1999 (subject to adjustment as provided in Section 1.5(f)); "Gross Revenues" shall mean the gross revenues of the Company and its consolidated subsidiaries determined on an accrual basis in accordance with U.S. generally accepted accounting principles ("GAAP"); and "Closing Price" shall mean the lower of (x) four dollars and fifty cents ($4.50) or (y) the average of the last reported per share sale price of Parent Common Stock over the ten (10) trading days prior to, but not including, the Closing Date as reported in The Wall Street Journal or its successor. Stockholders of record of the Company (the "Company Stockholders") shall be entitled to receive promptly following the Closing all of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a); provided, that shares of Parent Common Stock with an aggregate value of $800,000 (the "Escrow Shares"), based on the Closing Price, which would otherwise have been issued to the Principals shall instead be delivered to the Escrow Agent and be held in escrow subject to the Escrow Agreement. Such total number of shares of Parent Common Stock minus the Escrow Shares shall be referred to herein as the "Initial Shares". The Initial Shares and the Escrow Shares shall together be referred to herein as the "Merger Shares."
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Related to Total Outstanding Company Shares

  • Total Outstanding Shares means the aggregate number of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time.

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

  • Total Outstanding Amount means, at any time, the aggregate Dollar Amount of all Loans outstanding at such time plus the aggregate Dollar Amount of the Letter of Credit Liabilities of all Lenders at such time.

  • Principal Outstanding means the principal amount of the Loan outstanding as on the date of occurrence of Insured Event less the portion of principal component included in the EMIs payable but not paid from the date of the loan agreement till the date of the Insured Event/s. For the purpose of avoidance of doubt, it is clarified that any EMIs that are overdue and unpaid to the Bank prior to the occurrence of the Insured Event will not be considered for the purpose of this Policy and shall be deemed as paid by the Insured.

  • 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.

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

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

  • Total Outstanding Indebtedness means, at any time, without duplication, the sum of Debt of the Borrower, the Borrower’s Pro Rata Share of Debt in respect of Consolidated Businesses, and any Debt of UJVs to the extent Recourse to the Borrower, as determined on a consolidated basis in accordance with GAAP.

  • Total Credit Exposure means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

  • Credit Exposure means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time.

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Aggregate Credit Exposures means, at any time, in respect of (a) the Term Facility, the aggregate amount of the Term Loans outstanding at such time and (b) in respect of the Revolving Credit Facility, the sum of (i) the unused portion of the Revolving Credit Facility at such time and (ii) the Total Revolving Credit Outstandings at such time.

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

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

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • 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 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.

  • 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.

  • 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.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Total Revolving Credit Exposure means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such Revolving Lender at such time.

  • Revolving Credit Exposure means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

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

  • 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.

  • 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.

  • U.S. Revolving Credit Exposure means, with respect to any Lender at any time, the sum of such Lender’s outstanding U.S. Revolving Loans and its U.S. L/C Exposure and U.S. Swingline Exposure at such time.