Examples of Fully Diluted Common Share Number in a sentence

All Company Common Shares received pursuant to this Section 2.7 shall be converted into the Merger Consideration, as described in Section 2.4, upon the Merger, and included in the Fully Diluted Common Share Number.

More Definitions of Fully Diluted Common Share Number

Fully Diluted Common Share Number means the sum of, without duplication: (i) the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (including shares issued upon the exercise of Company Options (other than Underwater Options) contingent on the Merger, if any, but excluding any Treasury Shares), plus (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all Company Securities (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, calculated on a fully diluted, as converted to Company Common Stock basis (including all shares of Company Common Stock (a) issuable upon conversion of any issued and outstanding Company Preferred Stock (other than Series D Preferred Stock), or (b) subject to Company Options (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, but excluding any Treasury Shares and all shares of Company Common Stock issuable upon conversion of any issued and outstanding Series D Preferred Stock).

Fully Diluted Common Share Number means the sum of the total number of (i) shares of Common Stock, (ii) shares of Common Stock issuable upon exercise of any unexercised vested In-the-Money Company Options or In-the-Money Company Warrants exercisable for shares of Common Stock,(iii) shares of Common Stock issuable upon conversionof any convertible notes that are convertible into shares of Common Stock and for which the holders thereof have not declared the outstanding balance due and payable in cash as of the Effective Time, (iv) to the extent a conversion will be effected in connection with the transactions contemplated by this Agreement, shares of Company Preferred Stock that will be converted into shares of Common Stock (including any shares of Company Preferred Stock that will be issued upon exercise of In-the-Money Company Warrants or conversion of convertible notes for shares of Company Preferred Stock and, prior to the Effective Time, converted into shares of Common Stock), calculated on an as converted to Common Stock basis, and (v) shares of the Company’s Series D Preferred Stock (the “Series D Stock”), calculated on an as converted to Common Stock basis, in each case as issued and outstanding immediately prior to the Effective Time.

Fully Diluted Common Share Number means the sum of (a) the number of shares of Common Stock outstanding as of immediately prior to the Effective Time plus (b) the number of shares of Common Stock subject to In-the-Money Options that are outstanding and unexercised as of immediately prior to the Effective Time plus (c) the number of shares of Common Stock issuable upon automatic exercise of the Warrant in accordance with its terms at the Effective Time to the extent the Warrant has not been exercised as of immediately prior to the Effective Time plus (d) the number of shares of Common Stock into which all shares of Preferred Stock outstanding as of immediately prior to the Effective Time would be converted were such shares of Preferred Stock converted into shares of Common Stock pursuant to Article IV.B.3 of the Company’s Certificate of Incorporation in effect as of the date hereof.

Fully Diluted Common Share Number means the total number of issued and outstanding shares of Common Stock as of immediately prior to the Effective Time calculated on a fully-diluted basis assuming (i) the exercise in full of all Options that are outstanding and unexercised at such time, and conversion of such Options into shares of Common Stock in accordance with the terms thereof and the Company Stock Plan or other applicable equity incentive plan, (ii) the deemed conversion of all Series A Preferred Stock into shares of Common Stock in accordance with the terms of the Company Charter and (iii) the exercise in full of the Warrants and conversion of such warrants into shares of Class A Common Stock.

Fully Diluted Common Share Number means the sum of the total number of (i) shares of Common Stock, (ii) shares of Common Stock issuable upon exercise of any unexercised vested In-the-Money Company Options or In-the-Money Company Warrants exercisable for shares of Common Stock, (iii) shares of Common Stock issuable upon conversion of any convertible notes that are convertible into shares of Common Stock and for which the holders thereof have not declared the outstanding balance due and payable in cash as of the Effective Time, (iv) to the extent a conversion will be effected in connection with the transactions contemplated by this Agreement, shares of Company Preferred Stock that will be converted into shares of Common Stock (including any shares of Company Preferred Stock that will be issued upon exercise of In-the-Money Company Warrants or conversion of convertible notes for shares of Company Preferred Stock and, prior to the Effective Time, converted into shares of Common Stock), calculated on an as converted to Common Stock basis, and (v) shares of the Company’s Series D Preferred Stock (the “Series D Stock”), calculated on an as converted to Common Stock basis, in each case as issued and outstanding immediately prior to the Effective Time.

Fully Diluted Common Share Number means the sum of (a) the number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, including shares of Company Common Stock issued or issuable in respect of the Earnout Amount plus (b) the number of shares of Company Common Stock subject to In-the-Money Options that are outstanding and unexercised as of immediately prior to the Effective Time plus (c) the number of shares of Company Common Stock issuable upon the conversion or deemed conversion of shares of Company Preferred Stock outstanding as of immediately prior to the Effective Time plus (d) the number of shares of Company Common Stock issuable upon conversion of shares of Company Preferred Stock subject to the Preferred Stock Warrants that are outstanding and unexercised as of immediately prior to the Effective Time plus (e) the number of shares of Company Common Stock subject to Common Stock Warrants outstanding and unexercised as of immediately prior to the Effective Time; provided, that in no event shall Fully Diluted Common Share Number take into account any treasury stock of the Company or stock of the Company owned by any Company Subsidiary.

Fully Diluted Common Share Number means an amount equal to the sum of, without duplication, (a) the total number of shares of Common Stock issued and outstanding as of immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock issuable upon exercise of Vested Company Stock Options, plus (c) the total number of shares of Common Stock issuable upon exercise of Outstanding Company Warrants or upon the conversion of any Preferred Stock issuable upon exercise of Outstanding Company Warrants.