Closing Date Fully Diluted Company Common Stock definition

Closing Date Fully Diluted Company Common Stock means all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, including, for the avoidance of doubt, all shares of Company Common Stock issued upon the exercise of outstanding Company Stock Options, all of which are being exercised prior to the Closing, or upon the conversion of the outstanding Company Preferred Stock prior to the Closing, in each case as contemplated by Section 8.1.
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Examples of Closing Date Fully Diluted Company Common Stock in a sentence

  • All shares of Buyer Common Stock issued and cash paid upon conversion of shares of Closing Date Fully Diluted Company Common Stock in accordance with the terms of Article II and this Article III (including any cash paid pursuant to Section 2.8) shall be deemed to have been issued or paid in full satisfaction of all ownership rights pertaining to the shares of the Closing Date Fully Diluted Company Common Stock.

  • Such shares will be allocated among, and distributed to, the holders of the Closing Date Fully Diluted Company Common Stock on a pro rata basis based on their respective ownership of the Closing Date Fully Diluted Company Common Stock.

  • On or after the Effective Time, any Certificates presented to the Exchange Agent or the Buyer for any reason shall be converted into the Merger Consideration with respect to the shares of Closing Date Fully Diluted Company Common Stock formerly represented thereby.

  • Instead, the number of shares of Buyer Common Stock to be issued to each holder of shares of Closing Date Fully Diluted Company Common Stock exchanged pursuant to the Merger shall have the aggregate number of shares of Buyer Common Stock to be issued to such holder to be rounded down to the nearest whole share.

  • If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed, the Exchange Agent will deliver in exchange for such lost, stolen, or destroyed Certificate the applicable Merger Consideration with respect to the shares of Closing Date Fully Diluted Company Common Stock formerly represented thereby.

Related to Closing Date Fully Diluted Company Common Stock

  • 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 Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Company Common Stock means the common stock, par value $0.01 per share, of the Company.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Company Common Shares means the common shares in the capital of the Company.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Amalco Common Shares means common shares in the capital of Amalco;

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Common Stock means the common stock of the Company.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Common Shares means the common shares in the capital of the Corporation;

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.