Fully Diluted Capital Stock definition

Fully Diluted Capital Stock means, as of any date, without duplication, (i) the total number of shares of Common Stock outstanding on such date, plus (ii) the total number of outstanding options, warrants and other equity-linked securities that are exercisable into Common Stock on or after such date, plus (iii) the total number of shares of Common Stock reserved for issuance pursuant to obligations of Gaiam to issue shares of Common Stock, other than pursuant to obligations of Gaiam to issue shares of Common Stock under this Agreement after such date.

Fully Diluted Capital Stock means, the sum of (i) the number of shares of Common Stock underlying all Equity Securities of Licensee (including, for the avoidance of doubt, shares of Common Stock issuable upon exercise or conversion of Equity Securities, and regardless of whether the Equity Securities are vested or unvested) and (ii) any shares of Common Stock reserved for issuance pursuant to any stock option, restricted stock or other equity-based incentive plan.

Fully Diluted Capital Stock means (A) outstanding Common Stock, (B) Common Stock issuable upon conversion of Preferred Stock, (C) Common Stock issuable upon exercise of outstanding options and (D) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants.

Examples of Fully Diluted Capital Stock in a sentence

• The adjustment provisions set forth in this subsection shall not apply to the Series D Preferred Stock or the Series E Preferred Stock to the extent that an adjustment in the number and kind of securities issuable upon conversion of the Series D Preferred Stock or the Series E Preferred Stock is effected through a change in the Fully Diluted Capital Stock pursuant to subsection 3.b above.

• As soon as reasonably practicable after the Effective Date, the board of directors of Reorganized Holdings will establish and implement a new management incentive plan under which New Common Shares in an amount not to exceed 8% of the Post-Effective Date Fully Diluted Capital Stock of Reorganized Holdings will be reserved for management of Reorganized Holdings.

• Fujifilm will not be a shareholder of Xerox as of the record date for the Special Dividend and therefore will not receive any payment in respect thereof.As noted above, immediately following the Closing, Fujifilm is expected to own approximately 50.1 percent of the Fully Diluted Capital Stock of New Fuji Xerox and Xerox shareholders are expected to own approximately 49.9 percent.

• Each share of Series D Preferred Stock shall be convertible into an amount of Common Stock representing 1.0% of the Fully Diluted Capital Stock (as defined below), and each share of Series E Preferred Stock shall be convertible into an amount of Common Stock representing 1.0% of the Fully Diluted Capital Stock, as calculated on the date of conversion.

• The Fully Diluted Capital Stock shall be calculated based upon the following formula: Fully Diluted Capital Stock = X/(1-Y), where "X" equals the Fully Diluted Capital Stock other than with respect to the Series D Preferred Stock and the Series E Preferred Stock; and "Y" equals 1/100th of the aggregate number of outstanding shares of Series D Preferred Stock and Series E Preferred Stock.

More Definitions of Fully Diluted Capital Stock

Fully Diluted Capital Stock means the capital stock of the Company from time to time (assuming that all options and warrants over shares in the Company and all rights of conversion into shares in the Company are exercised in full, irrespective of whether or not such options, warrants or rights of conversion, as the case may be, are, on their terms, exercisable or convertible at such time, in respect of the maximum number of shares into which they are capable of being exercised or converted).

Fully Diluted Capital Stock means the sum, without duplication, of (1) the aggregate number of shares of common stock of the Company that are outstanding immediately prior to the Closing, and (2) the aggregate number of shares of common stock issuable upon the exercise of Options for which an Option Payment will be made.

Fully Diluted Capital Stock means all issued and outstanding securities convertible into, exchangable or exercisable for the capital stock of the Company (including, without limitation, the Warrant Shares issued pursuant to this Warrant, the total authorized option pool and any outstanding options, warrants, and purchase rights), calculated upon the final closing of the Company's Series D Convertible Preferred Stock financing.

Fully Diluted Capital Stock means the sum of (i) the Corporation’s outstanding Common Stock, (ii) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, (iii) the shares of Common Stock issuable upon conversion of the Series C Preferred Stock, (iv) the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, (v) the shares of Common Stock issuable upon conversion of any outstanding Series E Preferred Stock, (vi) the shares of Common Stock issuable upon conversion of the Convertible Senior Subordinated Notes, and (vii) the shares of Common Stock issuable upon the exercise of all other outstanding Convertible Securities.

Fully Diluted Capital Stock means the Company’s issued and outstanding shares of Common Stock, assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock.

Fully Diluted Capital Stock means, as of the date of determination, (i) all shares of the Company’s Common Stock outstanding as of such date, assuming the conversion and/or exercise of all shares of convertible debt, preferred stock, warrants, options or other securities (collectively, “Other Securities”) of the Company outstanding as of such date into the maximum number of shares of Common Stock into which such Other Securities are directly or indirectly convertible or exercisable, and further assuming that the maximum number of shares authorized and reserved for issuance under the Company’s equity incentive plans are issued and outstanding as of such date, and (ii) all such shares which the Company is obligated to issue pursuant to agreements or commitments in effect as of such date.

Fully Diluted Capital Stock. As defined in the Second Amended and Restated Certificate of Incorporation of the Company.