Fully Diluted Company Shares definition

Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

Fully Diluted Company Shares means (i) all shares of the Company Common Stock issued at the Effective Time less (ii) shares of Company Common Stock held in the treasury of the Company at the Effective Time plus (iii) the aggregate number of shares of Company Common Stock issuable upon full exercise of each Eligible Option, as set forth on the Officer Certificate to be delivered pursuant to Section 6.19 hereof.

Fully Diluted Company Shares means, without duplication (i) the aggregate number of shares of Company Common Stock, excluding any Excluded Shares, issued and outstanding immediately prior to the Effective Time (for the avoidance of doubt, including any shares of vested Company Restricted Stock), plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all of the Company Options outstanding immediately prior to the Effective Time, plus (iii) the aggregate number of shares of unvested Company Restricted Stock outstanding immediately prior to the Effective Time.

Examples of Fully Diluted Company Shares in a sentence

• Each Company Share issued and outstanding immediately prior to the Effective Time shall be converted, subject to Sections 2.1(c) and 2.2, into that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to (i) Merger Consideration divided by (ii) Fully Diluted Company Shares (such ratio shall be referred to herein as the "Exchange Ratio").

• The per share consideration to be paid hereunder in respect of each Share shall be a number of shares equal to the quotient of the Aggregate Merger Consideration divided by the Fully Diluted Company Shares Number (the “Per Share Consideration”), subject, in the case of each outstanding Company Option and outstanding Company RSU, to the terms of Section 3.6.

• The per share consideration to be paid hereunder in respect of each Share shall be a number of shares equal to the quotient of the Aggregate Merger Consideration divided by the Fully Diluted Company Shares Number (the “ Per Share Consideration”), subject, in the case of each outstanding Company Option and outstanding Company RSU, to the terms of Section 3.6.

• Other than Dissenting Shares (as defined in Section 2.3(f)), each Company Share issued and outstanding immediately prior to the Effective Time shall be converted, subject to Sections 2.1(c) and 2.2, into that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to (i) Merger Consideration divided by (ii) the Fully Diluted Company Shares (such ratio shall be referred to herein as the "Exchange Ratio").

• The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of (A) the number of Company Shares then outstanding, (B) the number of Fully Diluted Company Shares (not assuming the issuance of the Top-Up Shares) with supporting detail and (C) the Company’s computation of the number of Top-Up Shares to be issued.

More Definitions of Fully Diluted Company Shares

Fully Diluted Company Shares means the sum, without duplication, of (a) shares of Company Common Stock (including Company Restricted Stock) that are issued and outstanding immediately prior to the Effective Time; plus (b) shares of Company Preferred Stock (on an as converted to Company Common Stock basis) that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon exercise of the Company Warrant as of immediately prior to the Effective Time; plus (d) the aggregate number of shares of Company Common Stock issuable upon exercise of Vested Company Options as of immediately prior to the Effective Time; plus (e) the aggregate number of shares of Company Common Stock issuable upon exercise of Unvested Company Options as of immediately prior to the Effective Time; plus (f) the aggregate number of shares of Company Series B Preferred Stock (on an as converted to Company Common Stock basis) issuable upon the conversion of the Convertible Notes as of immediately prior to the Effective Time.

Fully Diluted Company Shares. Schedule A, Section 1.2

Fully Diluted Company Shares means the sum, without duplication, of (i) the aggregate number of shares of Company Share Capital that are issued and outstanding immediately prior to the Closing, and (ii) the aggregate number of shares of Company Shares issuable upon the exercise or settlement of the vested Company options or other direct or indirect rights to acquire shares of Company Share Capital that are issued and outstanding immediately prior to the Closing.

Fully Diluted Company Shares means 23,834,512.

Fully Diluted Company Shares means the total number of issued and outstanding Company Shares as of immediately prior to the Initial Merger Effective Time, on an as-converted basis and assuming the exercise of any options, warrants, or other similar securities of the Company as of immediately prior to the Initial Merger Effective Time, if applicable.

Fully Diluted Company Shares means, without duplication, as of immediately before the Effective Time, the sum of: (i) the number of issued and outstanding shares of Company Common Stock (including, without duplication, the number of shares of Company Preferred Stock and the Holdback Shares, in each case on an as-converted basis, and the number of shares of Company Common Stock issuable to the holders of the Convertible Notes pursuant to the terms of the Convertible Notes, and excluding any Excluded Shares and Designated Exercised Options); (ii) the number of shares of Company Common Stock and Company Preferred Stock (on an as converted basis) issued or issuable upon the exercise of all in-the-money Company Options (whether or not then vested or fully exercisable); and (iii) the shares of Company Common Stock (including, without duplication, the number of shares of Company Preferred Stock on an as-converted to Company Common Stock basis) underlying all Exercisable Company Warrants, in each case of clauses (ii) and (iii), determined on a cash exercise basis and prior to the exercise of any Designated Exercised Options.”(n) The definition of “Per Share Merger Consideration Value” in Section 2 of Schedule A of the Merger Agreement is hereby amended by adding “plus the aggregate exercise price actually paid for the Designated Exercised Options” immediately after “immediately before the Effective Time”.

Fully Diluted Company Shares means, as of any particular time, the total number of outstanding Shares on a fully diluted basis (assuming the conversion or exercise of all derivative securities or other rights to acquire Company Common Stock regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof).