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.
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 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.
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.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Voting Common Stock means the voting 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.
Common Stock means the common stock of the Company.
Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.
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.
Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.
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.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
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;
Common Shares means the common shares in the capital of the Corporation;
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
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.
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.
Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, 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, Ordinary Shares.
Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, 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, Ordinary Shares or ADSs.
equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)
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.
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.