Maximum Number of Conversion Shares definition

Maximum Number of Conversion Shares means the product of (A) the sum of (x) a number of shares of Common Stock equal to the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth in the Certificate of Determination and (b) to the extent so elected by the Company in connection with any such conversion, the number of shares of Common Stock deliverable by the Company upon conversion in respect of dividends payable upon conversion of the Shares (whether or not declared) (assuming the Company elects to issue and deliver, in respect of accumulated and unpaid dividends (whether or not declared), the maximum number of shares of Common Stock in connection with any such conversion), multiplied by (B) the aggregate number of Shares, in each case in accordance with the terms of the Certificate of Determination.
View Source
Maximum Number of Conversion Shares means, as of any time of determination, the sum of (A) the aggregate number of shares of Common Stock issued before such time to settle conversions of the Series A Preferred Stock (subject to proportionate adjustment for stock splits, dividends and combinations and similar transactions), if any, plus (B) the maximum number of shares of Common Stock that would be required to settle the conversion of all shares of Series A Preferred Stock issued and outstanding at such time based on the Conversion Price in effect as of such time.
View Source
Maximum Number of Conversion Shares means the sum of (A) the product of (x) the initial Maximum Conversion Rate (as defined in the Certificate of Designations) for the Shares set forth the Certificate of Designations and (y) the aggregate number of Shares sold by the Company to the Underwriters pursuant to this Agreement, including any Option Shares the Underwriters elect to purchase pursuant to Section 2 hereof and (B) the number of Common Shares deliverable by the Company upon conversion of such Shares in respect of dividends payable thereon (whether or not declared) (assuming the Company elects to issue and deliver, in respect of accumulated and unpaid dividends (whether or not declared), the maximum number of Common Shares in connection with any such conversion), in each case in accordance with the terms of the Certificate of Designations.
View Source

Examples of Maximum Number of Conversion Shares in a sentence

  • The Company will reserve and keep available at all times, free of preemptive or similar rights, a number of Conversion Shares equal to the Maximum Number of Conversion Shares.

  • To reserve at all times during the period from and including the Closing Time through and including the date on which no shares of Series II First Preferred Shares remain outstanding, a number of Conversion Shares equal to the Maximum Number of Conversion Shares less the aggregate number of Conversion Shares issued in connection with the conversion of Series II First Preferred Shares during such period.

  • The Company will reserve and keep available at all times, free of pre-emptive rights, a sufficient number of shares of Common Stock to enable the Company to deliver the Maximum Number of Conversion Shares upon conversion of the New Notes, assuming all conversions are settled by delivering solely Conversion Shares in respect of the Company’s conversion obligation.

  • Maximum Number of Conversion Shares: The maximum number of shares of Class B Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock, including shares of Class B Common Stock issuable as payment of dividends is 17,568,697 shares (or 20,204,002 shares if the underwriters exercise in full their over-allotment option to purchase additional shares of Mandatory Convertible Preferred Stock).

  • Upon satisfaction of the Share Reservation Condition (as such term is defined in the Indenture), the Company agrees to reserve and keep available at all times, free of preemptive rights, a number of shares of Conversion Shares equal to the Maximum Number of Conversion Shares to enable the Company to satisfy any obligations to issue Conversion Shares upon conversion of the Securities.

  • At the Closing Time, the Shares and a number of Conversion Shares equal to the Maximum Number of Conversion Shares shall have been approved for listing on The Nasdaq Global Select Market, subject to official notice of issuance.

  • A number of Conversion Shares equal to the sum of the Maximum Number of Conversion Shares and the maximum number of shares of Common Stock issuable in respect of accumulated dividends on the Preferred Stock shall have been approved for listing on the Exchange, subject in each case to official notice of issuance.

  • At the Closing Time, the Securities and the Maximum Number of Conversion Shares shall have been approved for listing on the New York Stock Exchange.

  • The Shares and a number of Conversion Shares equal to the Maximum Number of Conversion Shares shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.

  • The Company (i) will use its best efforts to effect on the Closing Date, and maintain, the listing of a number of shares of Common Stock equal to the Maximum Number of Conversion Shares on the New York Stock Exchange and (ii) will apply to list the Securities on the New York Stock Exchange on or before the Closing Date and, if such listing is approved by the New York Stock Exchange, will use its best efforts to maintain such listing.


More Definitions of Maximum Number of Conversion Shares

Maximum Number of Conversion Shares means the product of (A) the sum of (x) a number of shares of Common Stock deliverable by the Company upon conversion of a share of Mandatory Convertible Preferred Stock at a conversion rate equal to the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth in the Certificate of Designation (as may be increased pursuant to any Fundamental Change (as defined in the Certificate of Designations)) and (y) the maximum number of shares of Common Stock deliverable by the Company in respect of dividends payable on a share of Mandatory Convertible Preferred Stock (whether or not declared), multiplied by (B) the aggregate number of Shares (assuming the exercise in full of the option set forth in Section 2(a)(ii)), in each case in accordance with the terms of the Certificate of Designation.
View Source
Maximum Number of Conversion Shares has been duly authorized and reserved by the Company for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms thereof and the Indenture, will be validly issued, fully paid and non-assessable and free of any Liens created by the Company, and the issuance of any such Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
View Source

Related to Maximum Number of Conversion Shares