Total Share Number means the sum of (a) the total number of shares of Target Common Stock issued and outstanding immediately prior to the Closing, plus (b) the total number of shares of Target Common Stock that are issuable upon conversion of all shares of Target Preferred Stock that are issued and outstanding immediately prior to the Closing, plus (c) the total number of shares of Target Common Stock that are issuable upon the exercise of all Target Options (assuming full vesting and exercisability of all such Target Options) outstanding immediately prior to the Closing.
Total Share Number means the sum of (a) the total number of shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time (including shares of Company Common Stock that would be issued on account of shares of Company Preferred Stock that are deemed to convert into Company Common Stock in connection with the Mergers), plus (b) the total number of shares of Company Common Stock that are issuable upon the exercise of all outstanding Company Stock Options, plus (c) the total number of shares of Company Common Stock that are issuable upon the exercise of all outstanding instruments convertible into Company Common or Preferred Stock (including the Company SAFEs) which are not covered in any of the above sub-sections. “Trademarks” means unregistered and registered trademarks and service marks, trademark and service mark applications, trade dress and logos, brand names, trade names, d/b/a names, business names, corporate names, product names, slogans and other source or business identifiers and any renewals and extensions of any of the foregoing. “Trade Secrets” means confidential and proprietary information, whether oral or written, including designs, concepts, compilations of information, methods, techniques, procedures, processes, know-how, whether or not patentable, of any nature in any form, including all writings, memoranda, copies, reports, papers, surveys, analyses, drawings, letters, computer printouts, computer programs, computer applications, specifications, business methods, business processes, business techniques, business plans, data (including customer data), graphs, charts, sound recordings and/or pictorial reproductions, that (a) derive independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use and (b) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. “Transaction Documents” means this Agreement and each document, certificate and instrument executed in connection herewith. “Transaction Expenses” means, without duplication, any and all (whether or not disclosed) (a) unpaid costs, fees and expenses of outside professionals incurred by the Company in connection with the negotiation, execution and consummation of the transactions contemplated hereby, including all legal fees, Tax, consulting, accounting, management, dataroom provider,
Total Share Number means, as of a given date, 1,628,622 plus the aggregate number of shares of Common Stock issued as of such date with respect to RSUs that have vested.
Examples of Total Share Number in a sentence
An EGM of Electrolux's shareholders will be convened to duly approve the Share Redemption of the Total Share Number, at a per Share price equal to the Share Redemption Price.
Once the Total Share Number has been calculated, the Company will issue a press release stating the Total Share Number.
Prior to the Effective Time, the Newco Charter will be amended to increase the number of shares of authorized capital stock to a number that will be equal to at least the Newco Total Share Number, which number of authorized shares, as well as the Newco Total Share Number, shall be mutually agreed by Hippo and Rhino sufficiently in advance of the Closing Date to avoid any delay in the occurrence of the Closing.
The Company expects it will take approximately six U.S. business days after the Expiration Date, i.e., on or about June 9, 2004, to calculate the Total Share Number.
Pursuant to the Share Redemption, the Company will redeem the number of Shares equal to the Total Share Number, at a price per Share equal to the Redemption Price.
More Definitions of Total Share Number
Total Share Number means a number equal to (i) the aggregate number of shares of Company Capital Stock issued and outstanding (on an as-converted to Common Stock basis, as applicable) immediately prior to the Effective Time, plus (ii) the maximum aggregate number of shares of Company Capital Stock (on an as-converted to Common Stock basis, as applicable) issuable upon full exercise, exchange or conversion of (a) all Company Options that are In-the-Money Company Options, and (b) all Company Warrants that are In-the-Money Company Warrants, minus (iii) the aggregate number of Cancelled Shares.
Total Share Number means Five Hundred Twenty Thousand ------------------ (520,000), as long as the Per Share Price is no lower than $11.20 and no higher than $16.80. If the Per Share Price is lower than $11.20, then the Total Share Number shall be the number determined as follows: (11.20 x 520,000), divided by the Per Share Price. If the Per Share Price is greater than $16.80, then the Total Share Number shall be the number determined as follows: (16.80 x 520,000), divided by the Per Share Price. The Total Share Number shall be subject in all events to reduction in accordance with the provisions of Section 12.8.
Total Share Number shall be 520,000, as long as the Per Share Price of CCT Common Stock is no lower than $11.20 and no higher than $16.80. If the Per Share Price is lower than $11.20, then the Total Share Number shall be the number determined as follows: (11.20 x 520,000) divided by the Per Share Price. If the Per Share Price is greater than $16.80, then the Total Share Number shall be the number determined as follows: (16.80 x 520,000) divided by the Per Share Price.
Total Share Number means, without duplication, as of immediately prior to the Effective Time: (i) the aggregate number of shares of Company Common Stock issued and outstanding (other than any Shares owned by the Company that are to be cancelled and retired in accordance with Section 2.08(a)); plus (ii) the aggregate number of shares of Company Common Stock issuable upon the conversion of all outstanding shares of Company Preferred Stock (other than any Shares owned by the Company that are to be cancelled and retired in accordance with Section 2.08(a)); plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of all outstanding In-the-Money Company Options (whether or not then exercisable).
Total Share Number is the sum of (a) the number of shares of Company Common Stock outstanding as of the Effective Time, (b) the number of shares of Class A Common Stock issuable upon the exercise of all unexercised Stock Options (whether vested or unvested) outstanding as of the Effective Time, (c) the number of Company Restricted Shares outstanding as of the Effective Time (whether vested or unvested), (d) the number of shares of Class A Common Stock issuable pursuant to the Company Performance RSUs outstanding as of the Effective Time assuming attainment of the target level of performance applicable to such Company Performance RSUs, (e) the number of shares of Class A Common Stock issuable pursuant to the Company RSUs outstanding as of the Effective Time and (f) the number of shares of Company Common Stock issuable upon exercise of the Call Option, in the case of clauses (a), (c) and (f), other than Appraisal Shares.
Total Share Number means the total number of shares of Acquiror Common Stock outstanding or issuable immediately following the Effective Time, including, without limitation, the Outstanding Stock, the shares issuable upon exercise of the Outstanding Warrants, the shares issuable upon exercise of the Outstanding Options, the Series A Conversion Shares, the First Financing Common Stock, the Conversion Common Stock, the shares of Acquiror Common Stock issuable upon conversion of the Series B Stock and the Series C Stock, the Post-Merger Shares, the Post-Merger Financing Shares and the shares of Acquiror Common Stock issuable upon exercise of the LM Warrant.
Total Share Number means the Fully Diluted Shares of Company Stock, plus the Excluded Shares.