Diluted Common Stock definition

Diluted Common Stock means the number of shares of Common Stock outstanding, (a) not including any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (b) including all shares of Common Stock then issuable upon conversion, exercise or exchange of the then outstanding Common Stock Equivalents or other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock, all of which were issued after the Closing Date.
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Diluted Common Stock means the sum of (i) the number of shares of Common Stock outstanding at the time the determination is made plus (ii) the number of shares of Common Stock issuable upon the exercise or conversion of all then outstanding rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock, whether at the time of issue or upon the passage of time or the occurrence of some future event.
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Diluted Common Stock means (i) the Common Stock issued and outstanding (including the New Common Shares) and (ii) the Underlying Shares issuable upon conversion of the New Class B Shares.
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Examples of Diluted Common Stock in a sentence

  • For the purposes hereof, "Fully Diluted Common Stock" as of a specified time shall mean the aggregate of all outstanding shares of Common Stock as of such time 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 at such time.

  • Notwithstanding the foregoing, the Lock-up Parties shall not be required to execute a Lock-up Agreement unless each of Vert and the executive officers and directors of the Corporation and other stockholders owning more than 10% of the Fully Diluted Common Stock are also required to execute similar Lock-up Agreements containing substantially identical terms and conditions, including the period of restrictions on Transfer.

  • Following receipt of an Excluded Securities Notice, Xxxxx ----------------- shall have the option to purchase such number of Excluded Securities as are necessary for Xxxxx to maintain its percentage ownership of the Company's Fully Diluted Common Stock at the same level as immediately prior to such issuance, at the price and on the other terms and conditions upon which such Excluded Securities are being issued, sold or granted (the "Excluded Securities Option").

  • For the purpose hereof, "Fully Diluted Common Stock" shall mean 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.

  • On November 21, 2002, the Issuer agreed to issue warrants pursuant to the Loan Agreement (as defined below) in four tranches, which, including this Warrant, are exercisable to purchase an aggregate of Five Million One Hundred Thirty Two Thousand Two Hundred Fifty (5,132,250) shares of Common Stock, constituting 15% of the Diluted Common Stock of the Issuer.

  • The Warrants will be issued pro rata to Investors, if any, and will entitle such Investors to acquire Common Stock equal, in the aggregate, to 11.25% of the Fully Diluted Common Stock of the Company as of the date hereof.

  • The Warrants purchased pursuant to this Agreement collectively equal eight percent (8%) of the Fully Diluted Common Stock of the Company.

  • Such notice shall describe the proposed issuance, and contain an offer to sell to the Purchaser, at the same price and for the same consideration to be paid by the proposed purchasers (but net of any underwriting or similar fees, discounts or commissions), up to the Purchaser's pro rata portion (which shall be a percentage equal to the percentage of the Fully Diluted Common Stock held by the Purchaser and its Affiliates) of the Securities to be sold.

  • Each Purchaser's pro rata share, for purposes of this right, is the ratio of the number of shares of Fully Diluted Common Stock owned by such holder immediately prior to the issuance of New Securities to the total number of shares of Fully Diluted Common Stock outstanding immediately prior to the issuance of New Securities.

  • If, at any time when the Purchaser and its Affiliates collectively own in excess of 5% of the Fully Diluted Common Stock, the Company proposes to issue for cash any of its Common Stock or other securities exercisable for, or convertible or exchangeable into, Common Stock (collectively, the "Securities"), other than as provided in Section 3.2, then the Company shall, no later than 30 days prior to the consummation of such issuance, give written notice to the Purchaser of such proposed issuance.


More Definitions of Diluted Common Stock

Diluted Common Stock as of any date means the aggregate number of Fully Diluted Outstanding shares of Common Stock excluding: (i) any shares of Common Stock issued or issuable after the date hereof in a merger or acquisition or in a public offering for cash at not less than the then fair market value as determined in good faith by the Company's Board of Directors; (ii) any shares of Common Stock issued or issuable after the date hereof in respect of "out of the money" employee and director stock options outstanding on the date hereof; (iii) any shares of Common Stock issued or issuable after the date hereof in respect of trust originated preferred securities issued by FINOVA Finance Trust and outstanding on the date hereof; (iv) any shares of Common Stock or Convertible Securities issued after the date hereof in satisfaction of the payment of any "Upside Distribution" or "Downside Distribution" pursuant to the terms of the Purchase Agreement or the Convertible Preferred Stock; and (v) any other shares of Common Stock or Convertible Securities issued or issuable after the date hereof that may otherwise be agreed to by the Majority Holders and Company.
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Diluted Common Stock means, at any time, the then outstanding shares of Common Stock (except for any shares held by Management Holders or shares issued upon the exercise of Common Stock Equivalents held by Management Holders) plus (without duplication) all shares of Common Stock issuable upon the exercise of all then-outstanding Warrants.
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Related to Diluted Common Stock

  • 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.

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance upon the exercise of any Warrant would be required to be, evidenced by a certificate bearing the restrictive legend set forth in Section 3.2.

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

  • 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).

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

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

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

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

  • 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.

  • Common Stock means the common stock of the Company.

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

  • Registered Common Stock shall have the meaning set forth in Section 13(b) hereof.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

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

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

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

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • 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.

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

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

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Registered Common Shares means Common Shares that are, as of the date of consummation of a Business Combination, and have continuously been for the 12 months immediately preceding such date, registered under Section 12 of the Exchange Act.

  • Underlying Common Stock means the Common Stock into which the Notes are convertible or issued upon any such conversion.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.