Fully Diluted Common Stock Number definition

Fully Diluted Common Stock Number means the number of shares of Common Stock (A) issued and outstanding immediately prior to the Effective Time and (B) issuable upon exercise of in-the-money Company Stock Options outstanding immediately prior to the Effective Time.
Fully Diluted Common Stock Number means the sum (rounded to the nearest thousandth) of (i) the aggregate number of Shares of Company Common Stock and Series A Preferred Stock that are issued and outstanding immediately prior to the Effective Time, plus (ii) the total number of shares of Company Common Stock that would be issuable upon exercise of all of the outstanding Options immediately prior to the Effective Time, whether or not then exercisable.
Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, PLUS the total number of Options and Warrants assumed by Parent under Sections 1.7.1 (f) and (g), PLUS the total number of shares of Company Common Stock issuable upon conversion or exercise of any other securities and rights of the Company (including without limitation the Company Preferred Stock) outstanding immediately prior to Closing which are convertible or exercisable into Company Common Stock.

Examples of Fully Diluted Common Stock Number in a sentence

  • The "Fully Diluted Common Stock Number" shall mean (x) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the total number of Common Conversion Shares) plus (y) the total number of shares of Company Common Stock issuable upon exercise of Options (as defined in Section 1.7.2(e) below) outstanding immediately prior to the Effective Time and regardless of restrictions on exercise.

  • Subject to Section 1.7.2(g), each issued and outstanding share of Company Common Stock, including each of the Common Conversion Shares, other than Dissenting Shares (as defined in Section 1.7.2(f)), shall be converted into the right to receive from Amazon.com a number of fully paid and nonassessable shares of Amazon.com Common Stock determined by dividing (i) the number of Closing Date Shares by (ii) the Fully Diluted Common Stock Number.

  • Subject to Section 1.7.2(g), each issued and outstanding share of Company Common Stock, including each of the Common Conversion Shares, other than Dissenting Shares (as defined in Section 1.7.2(f)), shall be converted into the right to receive from Amazxx.xxx x xumber of fully paid and nonassessable shares of Amazxx.xxx Xxxmon Stock determined by dividing (i) the number of Closing Date Shares by (ii) the Fully Diluted Common Stock Number.

  • The "Fully Diluted Common Stock Number" shall mean the total number of shares of LLL Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including (i) the exercise of all outstanding rights and warrants to acquire LLL Common Stock, regardless of restrictions on exercise or conversion and (ii) the conversion of all outstanding securities and notes convertible into LLL Common Stock.

  • The term "Outstanding Stock Percentage" shall mean a fraction, the numerator of which shall equal the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all Common Conversion Shares), and the denominator of which shall equal the Fully Diluted Common Stock Number.


More Definitions of Fully Diluted Common Stock Number

Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, as set forth on SCHEDULE 2.3(b) to the Company Disclosure Memorandum, which calculation assumes (x) the exercise of all outstanding rights, warrants or options, vested but not unvested, to acquire Company Common Stock, regardless of restrictions on exercise or conversion and (y) the conversion of all outstanding securities (including, without limitation, the Company Preferred Stock) and notes convertible at any time into Company Common Stock (such rights, warrants, notes, options and convertible securities referenced in clauses (x) and (y) being referred to herein as "STOCK PURCHASE RIGHTS"). The shares of ShopNow Common Stock so issued shall be referred to herein as the "CLOSING SHARES," which together with the Closing Cash, shall be referred to as the "MERGER CONSIDERATION." The Company Common Stock, together with the Company Preferred Stock, shall be referred to herein as the "COMPANY CAPITAL STOCK." The "VESTED BASE CONSIDERATION" shall mean the number determined by subtracting (i) the Vested Cash Consideration from (ii) $47,000,000. The "VESTED CASH CONSIDERATION" shall mean the product obtained by multiplying (i) the quotient obtained by dividing $3,000,000 by the Fully Diluted Common Stock Number by (ii) the total number of shares of Company Common Stock subject to outstanding options that are vested immediately prior to the Effective Time. The number of shares of ShopNow Common Stock to be issued to each Shareholder under this Section 1.6.1(b) shall be calculated by aggregating all shares of Company Common Stock held by each such Shareholder, so that such number of shares of ShopNow Common Stock to be issued shall be equal to the number of shares of Company Common Stock held by such shareholder multiplied by the Stock Exchange Ratio, with fractional shares rounded up to the nearest whole number, or converted to cash, as required by Section 1.6.3 hereof.
Fully Diluted Common Stock Number means the sum of (a) the total number of outstanding shares of Common Stock immediately prior to the Closing, plus (b) the total number of shares of Common Stock issuable upon exercise in full of all outstanding Vested Stock Options (whether or not then exercisable) immediately prior to the Effective Time (assuming, for purposes of determining such number of shares of Common Stock, that each such Stock Option is being exercised by payment of the exercise price in cash and not by a net exercise or other cashless exercise feature), plus (c) the total number of shares of Common Stock issuable upon conversion of all shares of Series A Preferred Stock issued and outstanding immediately prior to the Closing.
Fully Diluted Common Stock Number means the sum 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 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 (excluding the Company Preferred Stock), options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (but only to the extent vested and exercisable as of the Effective Time).
Fully Diluted Common Stock Number means the total number of shares of LLL Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including (i) the exercise of all outstanding rights and warrants to acquire LLL Common Stock, regardless of restrictions on exercise or conversion and (ii) the conversion of all outstanding securities and notes convertible into LLL Common Stock. As of the Effective Time, all such shares of LLL Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of LLL Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificates, certificates representing shares of SoftNet Common Stock, and cash in lieu of any fractional shares of SoftNet Common Stock to the extent provided in Section 2.6(c) to be issued or paid in connection therefor upon surrender of such certificates in accordance with Section 2.6, without interest.
Fully Diluted Common Stock Number means, as determined on the Valuation Date, the sum of (a) the Valuation Period Share Number and (b) the number of shares of Target Holding Company Common Stock issuable upon exercise of all unexercised Options.
Fully Diluted Common Stock Number shall equal (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock into which the shares of Company Preferred Stock outstanding immediately prior to the Effective Time may be converted, plus (iii) the aggregate number of shares of Company Common Stock issuable upon exercise in full of all Company Options, whether vested or unvested, outstanding immediately prior to the Effective Time, less (iv) shares of Company Common Stock and Company Preferred Stock to be cancelled in accordance with Section 3.1(a).
Fully Diluted Common Stock Number means the total number of shares of TRMS Common Stock outstanding immediately prior to the Effective Time.