Fully Diluted definition

Fully Diluted means all outstanding shares of Common Stock and all shares issuable in respect of securities convertible into or exchangeable for such Common Stock, stock appreciation rights or options, warrants and other irrevocable rights to purchase or subscribe for such Common Stock or securities convertible into or exchangeable for such Common Stock; provided that no Person shall be deemed to own such number of Fully Diluted shares of any Common Stock as such Person has the right to acquire from any Person other than the Company.

Fully Diluted or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding Convertible Securities and all Shares reserved for issuance under the ESOP as issued and outstanding;

Fully Diluted means all Common Stock outstanding as of the applicable measurement date together with all Common Stock then issuable upon (i) the conversion of convertible securities of the Company at the then applicable conversion rate, and (ii) the exercise of any options or warrants then exercisable for Common Stock; provided that, for purposes of clauses (i) and (ii), all conditions to the convertibility and/or exercisability of convertible securities, options and warrants of the Company, shall be deemed to have been satisfied.

Examples of Fully Diluted in a sentence

• When issued, those shares will represent % of the (common or preferred) stock in ***** on a Fully Diluted Basis.

• The number of issued and outstanding shares of New Common Stock on a Fully Diluted Basis (including the Shares) shall not exceed the Share Cap Number.

• Once per year, until University no longer has Shares in Company, Company shall provide a current capitalization chart to indicate the number of Shares University owns in Company, and total number of Shares and Fully Diluted Shares.

• As partial consideration for the license granted hereunder and pursuant to a mutually-agreeable stock purchase or subscription agreement, within thirty (30) days after the Effective Date, Licensee shall issue to Harvard a number of shares of Licensee’s common stock representing percent ( %) of Licensee’s capital stock on a Fully Diluted Basis (as defined below) after giving effect to such issuance (the “Shares”).

• Provided that this Clause 5.1.8 shall not apply where a third party acquires more than 5% (either through itself or through its affiliates) of the share capital of the Company (on a Fully Diluted Basis) (either through subscription or acquisition of the Securities of the Company).

More Definitions of Fully Diluted

Fully Diluted means, with respect to any class of Company Securities, all outstanding shares and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for such class of Company Securities or securities convertible into or exchangeable for such class of Company Securities; provided that if any of the foregoing stock appreciation rights, options, warrants or other rights to purchase or subscribe for such class of Company Securities are subject to vesting, the Company Securities subject to vesting shall be included in the definition of “Fully-Diluted” only upon and to the extent of such vesting.

Fully Diluted means the fully diluted Common Stock of the Company, determined by taking into account all options, warrants and other convertible securities, but not including any warrants or options with a strike price greater than $3.00 per share and not including any of the Warrants issued under Section 2.2.

Fully Diluted means, as applied to a specific date, the total number of shares of Common Stock outstanding as of such date plus the number of shares of Common Stock issuable upon the exercise of outstanding warrants, stock options and other awards exercisable for (or convertible into) Common Stock under an equity compensation plan of the Company, as well as upon the exercise of outstanding warrants that are not part of any equity compensation plan, but excluding shares of Common Stock issuable upon the conversion of any convertible notes.

Fully Diluted means, with respect to any class of Company Securities, all outstanding shares of such class of Company Securities and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for shares of such class of Company Securities or securities convertible into or exchangeable for shares of such class of Company Securities.

Fully Diluted or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding convertible securities and all Shares reserved for issuance under any of the Company’s share incentive plans or employee stock incentive plans as issued and outstanding;

Fully Diluted means, the number of outstanding shares of common stock as of any date, equal to the sum of (i) the common shares outstanding on such date plus (ii) the maximum number of common shares issuable upon the conversion of the preferred shares outstanding on such date plus (iii) the maximum number of common shares issuable upon the exercise, conversion or exchange of all outstanding options, warrants and other securities exercisable or exchangeable for, or convertible into, common shares.

Fully Diluted means, with respect to the capitalization of the Company, all warrants, options and convertible securities of the Company are taken into account and assumed to be exercised.