Fully Diluted Basis means, as of any date of determination: (a) with respect to all capital stock of the Company, all issued and outstanding capital stock of the Company and all capital stock of the Company issuable upon the exercise or conversion of any outstanding Common Stock Equivalents as of such date, whether or not such Common Stock Equivalent is at the time exercisable or convertible; or (b) with respect to any specified type, class or series of capital stock of the Company, all issued and outstanding shares of capital stock of the Company designated as such type, class or series and all such designated shares of capital stock of the Company issuable upon the conversion or exercise of any outstanding Common Stock Equivalents as of such date, whether or not such Common Stock Equivalent is at the time exercisable or convertible.
Fully Diluted Basis means at any time, without duplication, (i) as applied to any calculation of the number of securities of the Company, after giving effect to, without duplication, (w) all Common Shares of the Company outstanding at the time of determination, (x) all Equity Securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares and all interests, participations or other Common Shares equivalents; provided, however, for purposes of calculation in accordance with this defined term, the Subject Series B Shares shall be deemed convertible into Common Shares at a price not less than the price described in the Series B Side Letter, notwithstanding the certificate of designations, rights and preferences for the Series B Shares, (y) all Common Shares issuable upon the exercise of any Convertible Security or Option outstanding as of the date of determination, and (z) all Equity Plan Securities not otherwise covered by the foregoing; and (ii) as applied to any calculation of value, after giving effect to the foregoing securities and the payment of any consideration payable upon the exercise of any Convertible Security or Option referred to in clause (i) above if such Convertible Security or Option were exercisable at such time; provided, that, with respect to this clause (ii), Fully-Diluted Basis shall in all circumstances include the Warrant Shares but shall exclude any Common Shares that are issuable in connection with the exercise of any Option or Convertible Security (other than this Warrant) that is not "in the money," nor shall it ascribe any value to any such Option or Convertible Security (other than this Warrant).
Fully Diluted Basis means the assumption that all options, warrants or other convertible securities or instruments or other rights to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable, in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested or exercisable or convertible in accordance with their terms.
The number of issued and outstanding shares of New Common Stock on a Fully Diluted Basis (including the Shares) shall not exceed the Share Cap Number.
This Section 5.9 shall terminate at such time as the members of the Purchaser Group collectively beneficially own less than 5% of the outstanding shares of New Common Stock on a Fully Diluted Basis.
Centres IRR shall be determined in respect of any Exit Transaction as if Centre liquidated its entire remaining Core Investment in such Exit Transaction for a price equal to the product of (i) the percentage interest in the Partnership, determined on a Fully Diluted Basis, that Centres remaining Core Investment then represents multiplied by (ii) the fair market value of the aggregate equity of the Partnership implicit in such Exit Transaction (determined in good faith by the Committee).
This Section 1 shall terminate at such time as the Purchaser Group collectively beneficially own less than 5% of the outstanding shares of GGO Common Stock on a Fully Diluted Basis.
In partial consideration of the license and rights granted to it by Bayer under this Agreement, Licensee shall, subject to the terms and conditions of the Warrant Agreement, issue and deliver to Bayer Warrants to purchase, at the Exercise Price, such number of fully paid and nonassessable shares of Common Stock as is equal to one and three quarters percent (1.75%) of the shares of Common Stock outstanding on a Fully Diluted Basis.
More definitions of Fully Diluted Basis
Fully Diluted Basis means all outstanding shares of the Common Stock assuming the exercise of all outstanding Share Equivalents, without regard to any restrictions or conditions with respect to the exercisability of such Share Equivalents.
Fully Diluted Basis means, with respect to the number of outstanding Adastra Shares, such number of outstanding Adastra Shares calculated on the assumption that all Options, Warrants and other rights to acquire Adastra Shares (excluding the IFI Rights) are exercised in full.
Fully Diluted Basis means that number of shares of Common Stock which would be outstanding, as of the date of computation, if (i) this Warrant, (ii) all other warrants, options or other rights to subscribe for, purchase or otherwise acquire Common Stock or (iii) securities (including debt securities) convertible or exchangeable for Common Stock, including the Preferred Stock, had been converted or fully exercised.
Fully Diluted Basis means, with respect to the number of outstanding Gold Reserve Shares at any time, the number of Gold Reserve Shares that would be outstanding if all rights to acquire Gold Reserve Shares, other than SRP Rights, were exercised, including for greater certainty, all Gold Reserve Shares issuable upon the exercise of Gold Reserve Options, whether vested or unvested and Gold Reserve Shares issuable upon conversion of the Gold Reserve Notes.
Fully Diluted Basis means, with respect to the Common Shares, that number of Common Shares which would be outstanding if all securities of Pioneer that are convertible into or exchangeable or exercisable for Common Shares were converted, exchanged or exercised, as applicable;