Aggregate Fully Diluted Company Common Stock means, without duplication, the aggregate number of shares of Domesticated Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time, and (ii) issuable upon, or subject to, the exercise of Domesticated Company Options or Domesticated Company Warrants (whether or not then vested or exercisable), in each case, that are outstanding immediately prior to the Effective Time.
Aggregate Fully Diluted Company Common Stock means, without duplication, (a) the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time after giving effect to the Company Warrant Settlement and the Company Preferred Conversion or (ii) issuable upon, or subject to, the settlement of Company Options and Company RSUs (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time calculated using the treasury stock method of accounting, minus (b) the Treasury Shares outstanding immediately prior to the Effective Time.
Aggregate Fully Diluted Company Common Stock means, without duplication, and in each case after giving effect to each of the Note Conversion and the Preferred Conversion, the sum of the aggregate number of Company Shares that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon a cash exercise of Company Warrants that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable), (iii) issuable upon a cash exercise of Company Options that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable), (iv) issuable upon the settlement of Company Restricted Stock Unit Awards (whether or not then vested or exercisable).
More Definitions of Aggregate Fully Diluted Company Common Stock
Aggregate Fully Diluted Company Common Stock means, without duplication, and in each case after giving effect to the Company Preferred Conversion, the sum of (a) the aggregate number of shares of Company Stock that are (i) issued and outstanding immediately prior to the First Effective Time (including Company Restricted Shares), (ii) issuable upon the exercise of in the money Company Warrants that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable, but excluding the Designated Company Warrant), (iii) issuable upon the settlement of Company Options that are issued and outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable) and (iv) issuable upon the settlement of Company Restricted Stock Unit Award (whether or not then vested or exercisable), minus (b) any shares of Company Stock held by the Company or any Subsidiary of the Company issued and outstanding immediately prior to the First Effective Time.
Aggregate Fully Diluted Company Common Stock means, without duplication, the aggregate number of shares of Company Common Stock (a) that are issued and outstanding immediately prior to the Effective Time (after giving effect to the Preferred Stock Conversion and the Employee Transactions), (b) that are subject to unexercised Company Options outstanding immediately prior to the Effective Time, (c) that are subject to Company RSUs (that have not yet been settled with the applicable Company Common Stock, in cash, or other securities or property) immediately prior to the Effective Time and (d) that are Company Warrant Shares pursuant to Company Warrants that have not yet been exercised as of immediately prior to the Effective Time, in the case of clauses (b) – (d), whether or not vested or exercisable, as applicable, immediately prior to the Effective Time.
Aggregate Fully Diluted Company Common Stock means, without duplication, (i) the aggregate number of shares of Company Common Stock that are (a) issued and outstanding immediately prior to the Effective Time after giving effect to the Company Security Conversion (and, for the avoidance of doubt, without including any Treasury Shares), (b) issuable upon, or subject to, the exercise or settlement, as applicable, of Company Options and Company RSUs (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time, minus (ii) a number of shares equal to (x) the Aggregate Option Exercise Price divided by (y) the Per Share Award Consideration; provided, that any Company Option with an exercise price equal to or greater than the Per Share Award Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Company Common Stock.
Aggregate Fully Diluted Company Common Stock means the sum, without duplication, of (a) all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; plus (b) the aggregate number of shares of Company Common Stock issuable upon full exercise of all Earnout Warrants outstanding as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon full exercise of all Company Options (whether vested or unvested) outstanding as of immediately prior to the Effective Time; plus (d) the aggregate number of Company SARs (whether vested or unvested) outstanding as of immediately prior to the Effective Time.
Aggregate Fully Diluted Company Common Stock means, without duplication, and in each case after giving effect to the Pre-Closing Restructuring, (a) the aggregate number of shares of Company Stock that are (i) issued and outstanding immediately prior to the First Effective Time or (ii) issuable upon the settlement of Company Options (whether or not then vested or exercisable), minus (b) any shares of Common Stock held by the Company or any Subsidiary of the Company issued and outstanding immediately prior to the First Effective Time, minus (c) a number of shares equal to the aggregate exercise price of the Company Options described in clause (ii) above divided by the Per Share Merger Consideration.
Aggregate Fully Diluted Company Common Stock means, without duplication, (a) the aggregate number of shares of Company Stock that are (i) issued and outstanding immediately prior to the First Effective Time after giving effect to the Pre-Closing Restructuring or (ii) issuable upon, or subject to, the settlement of Company Options (whether or not then vested or exercisable), in each case, that are outstanding immediately prior to the First Effective Time, minus (b) the Company treasury shares, if any, outstanding immediately prior to the First Effective Time, minus (c) a number of shares equal to the aggregate exercise price of the Company Options described in clause (ii) above divided by the Per Share Merger Consideration; provided, that any Company Option with an exercise price equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Company Common Shares.
Aggregate Fully Diluted Company Common Stock means, without duplication, (a) the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Convertible Note Conversion and Company Preferred Stock Conversion) and (ii) issuable upon the exercise or settlement of Company Options, Company RSUs and Company Warrants, including the Company Warrants that will be issued to the Bridge Investors in connection with the Bridge Financing (in each case, whether or not vested or currently exercisable), that are outstanding immediately prior to the Effective Time; minus (b) the Treasury Shares as of immediately prior to the Effective Time; minus (c) a number of shares equal to (x) the aggregate exercise price of the Company Options described in clause (a)(ii) above divided by (y) the Per Share Transaction Consideration Value (provided that any Company Option with an exercise price equal to or greater than the Per Share Transaction Consideration Value shall not be counted under clauses (a)(ii) or (c)(x) for purposes of determining the number of Aggregate Fully Diluted Company Common Stock); minus (d) a number of shares equal to (x) the aggregate exercise price of the Company Warrants described in clause (a)(ii) above divided by (y) the Per Share Transaction Consideration Value (provided that any Company Warrant with an exercise price equal to or greater than the Per Share Transaction Consideration Value shall not be counted under classes (a)(ii) or (d)(x) for purposes of determining the number of Aggregate Fully Diluted Company Common Stock).