Fully Diluted Common Number definition

Fully Diluted Common Number means the sum of (A) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and (B) the total number of shares of Company Common Stock that are issuable upon exercise of the vested Company Options outstanding immediately prior to the Effective Time.

Fully Diluted Common Number shall equal (a) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (b) the aggregate number of shares of Company Common Stock issuable upon exercise in full of all outstanding Vested Company Options that are exercisable at the Effective Time, plus (c) the aggregate number of shares of Company Common Stock that would be issuable if all Company Preferred Stock issued and outstanding immediately prior to the Effective Time converted to Company Common Stock at the applicable Series Preferred Conversion Rate (as defined in the Certificate of Incorporation), less (d) the aggregate number of shares of Company Common Stock, if any, to be cancelled at the Effective Time pursuant to Section 2.6(b).

Fully Diluted Common Number shall equal (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Conversion), plus (ii) the aggregate number of shares of Company Common Stock issuable pursuant to each vested Company RSU immediately prior to the Effective Time (after taking into account the effects of Section 2.4), plus (iii) the SAR Shares, less (iv) the aggregate number of shares of Company Common Stock, if any, to be cancelled at the Effective Time pursuant to Section 2.1.3.

Examples of Fully Diluted Common Number in a sentence

• By way of example only, at the time of execution of this Agreement the Fully Diluted Common Number is represented by the Company to be 7,539,866 shares; accordingly, assuming Cash Consideration of $11,700,000 and an Escrow Amount of $1,755,000, the Per Share Closing Payment would be ($11,700,000 - $199,375 - $1,755,000) / (7,539,866 -128,629) shares, or $1.3150 per share.

• Lanacom has all requisite rights to become the owner of and shall, as of or prior to the Closing Time, become the owner of all of the issued and outstanding stock of Lanacom Europe in accordance with the terms of the Agreement between Lanacom and Protege in exchange solely for Lanacom Common Shares, which Lanacom Common Shares shall be included within the Fully Diluted Common Number.

• The "Fully Diluted Common Number" shall mean, without duplication, the sum of (y) the Aggregate Common Number and (z) the Aggregate Option Number.

• No Company Holder that owns more than 10% of the Fully Diluted Common Number of shares of Company Common Stock (excluding Company Holders who are investment funds), officer or director of the Company, or Affiliate of any of the foregoing, owns any beneficial interest in any Top Customer, Top Partner or Top Supplier.

• EXECUTION COPY For illustrative purposes only, a sample application of the Fully Diluted Common Number definition to a series of hypothetical Common Merger Consideration payments is attached hereto as Schedule IA.

More Definitions of Fully Diluted Common Number

Fully Diluted Common Number means, without duplication, the sum of (a) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares), (b) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time and (c) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, Company Options, Company RSUs, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).

Fully Diluted Common Number means the sum (without duplication) of (a) the aggregate number of Company Common Shares that are issued and outstanding immediately prior to the Effective Time, plus (b) the aggregate number of Company Common Shares that are issuable upon full exercise, exchange or conversion of all Company Options and any other securities (other than Company Preferred Shares) or rights (in each such case whether vested or unvested) that are convertible into, exercisable for or exchangeable for, Company Common Shares that are issued and outstanding immediately prior to the Effective Time.

Fully Diluted Common Number means the sum of (a) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (b) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, and (c) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).

Fully Diluted Common Number means, with respect to any payment of any portion of Common Merger Consideration to be paid hereunder:

Fully Diluted Common Number means the sum (without duplication) of (i) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; (ii) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time; and (iii) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).

Fully Diluted Common Number means, without duplication, the sum of (y) the Aggregate Common Number and (z) the Aggregate Option Number.

Fully Diluted Common Number shall equal (i) the aggregate number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock issued and outstanding immediately prior to the Effective Time (including the aggregate number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock issuable upon the exercise in full of the Company Warrants) , plus (ii) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Vested Option Shares that are outstanding and unexercised as of immediately prior to the Effective Time, and less (iv) the aggregate number of shares of Common Stock, if any, to be cancelled at the Effective Time pursuant to Section 3.1(a).