Fully Diluted Calculation definition

Fully Diluted Calculation means the calculation described in Section 1.1 to determine the Additional Shares to be issued to the Purchaser. A Fully Diluted Calculation shall mean that the Purchased Shares, excluding Warrants, Warrant Shares and Additional Shares, shall bear the same ratio to forty nine percent (49%) of the Total Shares that the paid portion of the Purchase Price bears to the total Purchase Price. Total Shares means the sum of: (i) the number of Shares issued and outstanding on the date of the Fully Diluted Calculation; and (ii) the number of Shares that are subject to issuance for: (x) convertible securities of the Company, and (y) options, warrants and other rights entitling any holder to purchase Shares, whether or not such rights have been exercised; provided, however, that the Warrants, Warrant Shares and the Additional Shares issued to the Purchaser pursuant to this Agreement shall be excluded from the calculation of Total Shares. The Fully Diluted Calculation does not include any interest in the Company’s Series B common stock or the Company’s preferred stock.
View Source

Examples of Fully Diluted Calculation in a sentence

  • The Purchaser shall also forfeit ten percent (10%) of Purchaser’s rights to receive Additional Shares pursuant to any Fully Diluted Calculation.

  • Final EPS Results Incentive Calculation EPS <= 6% 37.509X - 1.2506 EPS >= 6% 25X - .5 Example: EPS Fully Diluted Calculation % of Incentive Earned 6.15% 25 X 6.15% - .5 104.00% Participants in this example would earn 104% of the award.

  • If the Company delivers a Notice of Termination at Company’s Option, as soon as reasonably possible, but in no event later than thirty (30) days thereafter, the Company shall perform a Fully Diluted Calculation in lieu of any subsequent Fully Diluted Calculation Date.

  • Subject to the terms and conditions of this Agreement, the Company shall issue, sell and deliver to the Purchaser or its nominee(s); and the Purchaser shall purchase from the Company up to 49% of the Total Shares as of the date of a Fully Diluted Calculation (“Purchased Shares”).

  • In addition, on each of the following dates or events, the Company shall perform a Fully Diluted Calculation (as defined below), and the Company shall issue and deliver to the Purchaser the number of Additional Shares that result from a Fully Diluted Calculation: June 1, 2010; September 1, 2010; November 1, 2010; March 1, 2011; June 1, 2011; September 1, 2011; November 1, 2011; and January 2, 2012 (each date a “Fully Diluted Calculation Date”).

  • The Company shall issue and deliver Additional Shares to the Purchaser on each Fully Diluted Calculation Date (as defined in Section 1.8 below).