Fully Diluted Company Capital Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (B) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, (C) the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Options to acquire shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) and Company Warrants to acquire shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (D) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issuable upon the exercise of Company Warrants to acquire shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time.
Fully Diluted Company Capital Stock means the sum, without duplication, of (a) the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time plus (B) the aggregate number of Net Exercise Shares issuable with respect to all Company Options that are outstanding immediately prior to the Effective Time plus (C) the aggregate number of shares of Company Capital Stock issuable upon exercise of Company Warrants or other direct or indirect rights to acquire shares of the Company Capital Stock that are issued and outstanding (and fully vested) immediately prior to the Effective Time.
Fully Diluted Company Capital Stock means those shares of Company Common Stock (A) issued and outstanding immediately before the Effective Time, (B) issuable upon full exercise of Company Options and Company Warrants that are issued and outstanding immediately before the Effective Time, and (C) issuable upon conversion and/or exercise of all other securities convertible into, or exercisable for, Company Common Stock that are issued and outstanding immediately before the Effective Time.
Examples of Fully Diluted Company Capital Stock in a sentence
The maximum number of shares of Common Stock reserved for issuance under the Plan as of the Effective Date shall be a number of shares of Common Stock equal to 5% of the Aggregate Fully Diluted Company Capital Stock as of the Closing (subject to adjustment as provided by Section 5, the Share Reserve).
Carlsberg did not suggest that PPK’s attendance at the HKC meeting was contrived, but the Judge found, unsurprisingly, that he had not shown “that he could not have made some accommodation in joining the meeting by telephone or video conference” (see the Judgment at [96]).
The maximum number of shares of Common Stock reserved for issuance under the Plan as of the Effective Date shall be a number of shares of Common Stock equal to 5% of the Aggregate Fully Diluted Company Capital Stock as of the Closing (subject to adjustment as provided by Section 5, the “ Share Reserve”).
The Stockholder Representative shall have delivered to Acquirer the original, duly completedand validly executed Letters of Transmittal (including, if applicable, executed Forms W-8 or W-9, and all associated Certificates) from CompanyStockholders holding not less than 90% of the Fully Diluted Company Capital Stock outstanding as of immediately prior to the Closing.
The maximum number of shares of Common Stock reserved for issuance under the Plan as of the Effective Date shall be a number of shares of Common Stock equal to 5% of the Aggregate Fully Diluted Company Capital Stock as of the Closing (subject to adjustment as provided by Section 5, the “Share Reserve”).
More Definitions of Fully Diluted Company Capital Stock
Fully Diluted Company Capital Stock means the aggregate number of shares of Company Common Stock and Company Preferred Stock, including Company Options and any other rights, whether vested or unvested convertible into, exercisable for or exchangeable for shares of Company Common Stock, on an as-converted, as-exercised basis.
Fully Diluted Company Capital Stock means the sum of (i) the aggregate number of shares of Company Common Stock (other than shares to be cancelled in accordance with Section 1.7(a)) that are outstanding immediately before the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock that would be issuable if all the In-the-Money Options were exercised.
Fully Diluted Company Capital Stock means the sum of (a) the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, calculated on an as converted to Company Common Stock basis, plus (b) the aggregate number of shares of Company Capital Stock on an as converted to Company Common Stock basis that are issuable upon full exercise, exchange or conversion of all Company Options and any other rights (whether vested or unvested and including any commitments to grant Company Options or other equity incentives of the Company set forth in any Continuing Employee offer letters or otherwise that have not yet been granted by the Company) that are convertible into, exercisable for or exchangeable for, shares of Company Capital Stock. For the avoidance of doubt, Fully-Diluted Company Capital Stock will not include shares of Company Common Stock issuable upon exercise of Company Options that will terminate without exercise at the Company prior to the Closing.
Fully Diluted Company Capital Stock means the sum, without duplication, of (i) aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time (on an as-converted to Company Common Stock basis), (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of Company Options (whether vested or unvested) but excluding any Company Options that are not In-the-Money Company Options, and (iii) the aggregate number of shares of Company Common Stock purchasable under or otherwise subject to any direct or indirect, vested or unvested, rights (other than Company Options) to acquire shares of Company Capital Stock on an as-converted-to-Company Common Stock basis (whether or not immediately exercisable) outstanding immediately prior to the Effective Time.
Fully Diluted Company Capital Stock means all shares of Company Common Stock outstanding immediately prior to the First Effective Time (including shares of Company Preferred Stock issued on conversion of all Convertible Promissory Notes and subsequently converted into shares of Company Common Stock prior to the First Effective Time and shares of Company Common Stock issued upon the exercise of Options prior to the First Effective Time), and all shares of Company Common Stock that would have been issuable upon the exercise of any Options cancelled in exchange for a cash payment pursuant to Cancellation Agreements as set forth in Section 2.1(a)(iv) but for the cancellation of such Options.
Fully Diluted Company Capital Stock means the sum, without duplication, of (1) the aggregate number of shares of Company Common Stock that are outstanding immediately prior to the Effective Time, (2) the aggregate number of shares of Company Common Stock into which all the outstanding Preferred Stock is convertible immediately prior to the Effective Time, (3) the aggregate number of shares of Company Common Stock into which all Preferred Stock underlying all Warrants is convertible immediately prior to the Effective Time, and (4) the aggregate number of shares of Company Common Stock underlying all Company Options that are exercisable for an exercise price less than the Per Share Common Consideration and, after taking into account any acceleration of vesting as a result of the Closing, are vested as of immediately prior to the Effective Time (any such Company Option, an “In-the-Money Option”).
Fully Diluted Company Capital Stock has the meaning set forth in Section 1.4(c)(vi)(C).