Fully-Diluted Common Stock of Parent definition

Fully-Diluted Common Stock of Parent means (i) all shares of Common Stock of Parent or PubCo Common Stock issued and outstanding and (ii) issuable upon conversion, exchange or exercise of all outstanding shares of preferred stock or exercise of all options and warrants to purchase Common Stock, including, without limitation, after giving pro forma effect to the issuance of securities issuable pursuant to signed definitive acquisition agreements in connection with the acquisitions of the equity securities of Everest, “Globisens” and “Genesis” and the exercise of the “Option”, as those terms are defined in the Option Agreement, and immediately prior to giving effect to any Liquidity Event; provided, however, that Fully-Diluted Common Stock of Parent shall not mean or include any “Adjustment Shares” of the Parent as referred to and defined in the Option Agreement, or any Common Stock or Common Stock Equivalents of the Parent or PubCo issued or issuable in connection with (i) an IPO, (ii) any private placement of securities of Parent under Rule 144 (a “Private Placement”) resulting in the issuance of Common Stock or Common Stock Equivalents; provided, that the net proceeds of such Private Placement shall be (A) directed to the Everest Group, or (B) used in relation another Target Acquisition acceptable to the Stockholders’ Representative, or (iii) retained by existing stockholders of PubCo in connection with a Reverse Merger Transaction.
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Fully-Diluted Common Stock of Parent means (i) all shares of Common Stock of Parent or PubCo Common Stock issued and outstanding and (ii) issuable upon conversion, exchange or exercise, including, without limitation, those issuable pursuant to signed definitive acquisition agreements in connection with the “Acquisitions” of the “Target Companies,” as those terms are defined in the Option Agreement, in each case, immediately prior to giving effect to any Liquidity Event; provided, however, that Fully-Diluted Common Stock of Parent shall not mean or include any Common Stock or Common Stock Equivalents of the Parent or PubCo issued or issuable in connection with (i) an IPO, (ii) any private placement of securities of Parent under Rule 144 (a “Private Placement”) resulting in the issuance of Common Stock or Common Stock Equivalents; provided, that the net proceeds of such Private Placement shall be (A) directed to the Everest Group, or (B) used in relation another Target Acquisition acceptable to the Stockholders’ Representative, or (iii) retained by existing stockholders of PubCo in connection with a Reverse Merger Transaction.
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Examples of Fully-Diluted Common Stock of Parent in a sentence

  • In addition, in the event that the Company shall at any time on or after the Closing Date subdivide (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the number of Automatic Conversion Shares will be proportionately adjusted to reflect the number of shares equal to the product of the Selling Parties’ Percentage and the then-outstanding number of shares of Fully-Diluted Common Stock of Parent.

  • If the Company enters into signed definitive acquisition agreements in connection with the Acquisitions of the Target Companies, the number of Automatic Conversion Shares will be proportionately adjusted to reflect the number of shares equal to the product of the Selling Parties’ Percentage and the sum of the number of shares of Fully-Diluted Common Stock of Parent then-outstanding and all Acquisition Securities issuable pursuant to such signed definitive acquisition agreements.

  • On or before the Closing Date, the Company shall establish a stock option plan solely for the benefit of employees of the Everest Group, pursuant to which inter alia, such individuals may be issued stock option grants of the Company that represent on an aggregate basis five (5%) percent of the Fully-Diluted Common Stock of Parent and which vests annually in equal installments over a four (4) year period (commencing one year after the Closing Date).

  • If the Company at any time on or after the Closing Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the number of Automatic Conversion Shares will be proportionately adjusted to reflect the number of shares equal to the product of the Selling Parties’ Percentage and the then-outstanding number of shares of Fully-Diluted Common Stock of Parent.

  • Describing the emails as a “bundle of documents” Mr Gleeson deposed: 5.

Related to Fully-Diluted Common Stock of Parent

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Fully Diluted means, with respect to the Common Stock, as of a particular time the total outstanding shares of Common Stock as of such time, determined by treating all outstanding options, warrants and other rights for the purchase or other acquisition of Common Stock as having been exercised and by treating all outstanding Convertible Securities as having been so converted.

  • Parent Common Stock means the common stock, par value $0.01 per share, of Parent.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Voting Common Stock means the voting common stock, par value $0.01 per share, of the Company.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.