Aggregate Fully-Diluted Common Shares definition

Aggregate Fully-Diluted Common Shares means the sum of (i) the Aggregate Common Shares, plus (ii) the aggregate number of Dissenting Shares immediately prior to the Effective Time.

Aggregate Fully-Diluted Common Shares means the total number of shares of New Common Equity outstanding as of the Effective Date (including any New Common Equity issuable upon exercise of the New Warrants as of the Effective Date, without regard to any limitations on the exercise of the New Warrants) after giving effect to the Plan (but prior to any New Common Equity issued or issuable under the Management Incentive Plan, the Equity Backstop Premium, and the Debt Backstop Premium).

Aggregate Fully-Diluted Common Shares has the meaning specified in Section 2.1(d).

Examples of Aggregate Fully-Diluted Common Shares in a sentence

• The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (the “Majority Holders”).

• The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Effective Time (or, in the case of a termination of this Agreement, as of such termination) (the “Majority Holders”).

• The TTN provides information and technology exchange in various areas of air pollution control, including copies of this rule and supporting documents.

• The Holder Representative may resign at any time, and the Holder Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Aggregate Fully-Diluted Common Shares immediately prior to the Closing (the “Majority Holders”).

• For purposes of the foregoing, the “Cash Per Fully-Diluted Common Share” shall mean (i) the sum of (A) the Merger Consideration, plus (B) the Aggregate Vested Option Exercise Price, divided by (ii) the Aggregate Fully-Diluted Common Shares.

More Definitions of Aggregate Fully-Diluted Common Shares

Aggregate Fully-Diluted Common Shares means, as of any date of determination, the sum of (i) the aggregate number shares of Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Vested Options outstanding immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable; provided that, for the avoidance of doubt, in no event shall Aggregate Fully-Diluted Common Shares include any of the shares contemplated by Section 1.04(c).

Aggregate Fully-Diluted Common Shares means (i) the aggregate number of Common Shares (including, for the avoidance of doubt, all Restricted Shares) held by all Pre-Closing Holders immediately prior to the Effective Time (other than Dissenting Shares), plus (ii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Vested Options held by all Pre-Closing Holders immediately prior to the Effective Time, plus (iii) the aggregate number of Dissenting Shares outstanding immediately prior to the Effective Time.

Aggregate Fully-Diluted Common Shares means (i) the aggregate number of Common Shares held by all Holders immediately prior to the Closing plus (ii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Vested Options that are In-the-Money Options held by all Holders immediately prior to the Closing.

Aggregate Fully-Diluted Common Shares means (i) the aggregate number of Common Shares held by all holders immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Common Stock issuable upon the conversion in full, or exercise, as applicable, of all Preferred Shares, Canceled Options and Canceled Warrants held by all holders immediately prior to the Effective Time.

Aggregate Fully-Diluted Common Shares means (i) the aggregate number of Common Shares held by all Pre-Closing Holders immediately prior to the Effective Time, plus (ii) in the event that the Pre-Closing Holders of Preferred Shares receive the Series A As-Converted Consideration pursuant to Section 3.1(e)(i) hereof, the aggregate number of shares of Common Stock that would be issuable upon the conversion of all Preferred Shares held by all Pre-Closing Holders immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all In the Money Options held by all Pre-Closing Holders immediately prior to the Effective Time, plus (iv) the aggregate number of Dissenting Shares (with respect to Dissenting Preferred Shares, determined as if such shares of Dissenting Preferred Shares had been converted into shares of Common Stock) immediately prior to the Effective Time.

Aggregate Fully-Diluted Common Shares means the total number of New EP Common Shares outstanding as of the Closing Date after giving effect to the Plan and this Agreement (including the Backstop Commitment and the Commitment Premium), but excluding any New EP Common Shares issued or issuable pursuant to the EIP, the Private Placement (as defined in the PSA) (if applicable), and the Xxxxx Contribution (as defined in the PSA).

Aggregate Fully-Diluted Common Shares the meaning set forth in Section 2.3(a).