Fully-Diluted Company Common Stock means the sum, without duplication, of (i) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Closing and (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of Company Warrants.
Fully-Diluted Company Common Stock means the sum, without duplication, of (1) the aggregate number of shares of Company Common Stock that are outstanding immediately prior to the First Step Merger Effective Time, and (2) the aggregate number of shares of Company Common Stock underlying all Vested Company Stock Options immediately prior to the First Step Merger Effective Time.
Fully-Diluted Company Common Stock means the sum, without duplication, of (a) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (b) the aggregate number of shares of Company Common Stock that would be issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time and (c) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time (including the Convertible Note as contemplated to be amended pursuant to Section 1.3(a)(iii)).
Examples of Fully-Diluted Company Common Stock in a sentence
Fully-Diluted Company Common Stock means all outstanding shares of Company Common Stock and all additional Common Stock issuable upon exercise or conversion of all options, warrants, convertible notes or convertible preferred stock (including, for purposes of such definition, all Common Stock issuable in connection with the Transaction Securities).
In the event that the Subject Shares and any additional Everest Existing Shares purchased by the Company under the Share Purchase Agreement are in excess of 82.3% of the Existing Everest Shares, then the number of shares of Fully-Diluted Company Common Stock issued to the Option Holders and other Everest Display shareholders shall be increased to a maximum of 25% of the Fully-Diluted Company Common Stock.
In the event that the Subject Shares and any additional Everest common shares purchased by the Company under the Share Purchase Agreement are in excess of 82.3% of the Existing Everest Shares, then the number of shares of Fully-Diluted Company Common Stock issued to the Option Holders and other Everest Display shareholders shall be increased to a maximum of 25% of the Fully-Diluted Company Common Stock.
As of the Capitalization Date, the Fully-Diluted Company Common Stock is 30,596,052.
The amount of the Stock Consideration issuable per share of Oculus VR Common Stock (the “Common Per Share Stock Consideration”) at the Closing, will be a number of shares of Facebook Common Stock equal to(A) the Stock Consideration divided by (B) (X) the Fully-Diluted Company Common Stock less (Y) Total Vested Options.
More Definitions of Fully-Diluted Company Common Stock
Fully-Diluted Company Common Stock means the sum, without duplication, of (i) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of Company Warrants, Vested Company Options, Unvested Company Options, Excluded Company Options and Promised Company Options (as if such Promised Company Options were issued and outstanding) and any other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (iii) the aggregate number of shares of Company Capital Stock that would be issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time, (iv) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights (other than Company Options) to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time; provided that Unvested Company Options, Promised Company Options or Excluded Company Options that are held by Persons other than Continuing Employees or Continuing Contractors shall not be included in the Fully-Diluted Vested Company Common Stock.
Fully-Diluted Company Common Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock that are 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 Series A 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 and Company Warrants or other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable), and (D) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issuable upon the conversion of convertible promissory notes or other direct or indirect rights to acquire shares of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable).
Fully-Diluted Company Common Stock means the sum, without duplication, of (i) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of Company Warrants, In the Money Options, Company Restricted Stock Units or other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (iii) the aggregate number of shares of Company Capital Stock that would be issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time, (iv) shares of Company Common Stock that are issuable upon the exercise of Unvested Options, (v) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights (other than Company Options) to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time; provided that, notwithstanding clauses (i) through (v) of this definition (x) Employee RSUs and (y) Unvested Options held by Persons that are not Continuing Employees, shall, in each case, not be included in the Fully-Diluted Company Common Stock.
Fully-Diluted Company Common Stock means, at any given time, the total number of shares of Company Common Stock that are issued and outstanding at such time on a fully diluted and as-converted, as-exchanged and as-exercised basis, including (without duplication): (a) the aggregate number of shares of Company Common Stock that are issued and outstanding (including each share of Company Class A Common Stock that is subject to vesting, forfeiture repurchase or other lapse restrictions), (b) the aggregate number of shares of Company Class A Common Stock that are issuable upon conversion of all issued and outstanding shares of preferred stock, par value $0.01 per share of the Company designated as “Series A Convertible Preferred Stock”, (c) the aggregate number of shares of Company Common Stock that are issuable upon conversion, exercise, exchange or other settlement of any then-outstanding equity or equity-linked award of the Company (in each case, whether or not then vested or exercisable) or other equity interests of the Company convertible into or exchangeable or exercisable for Parent Common Stock and (d) the aggregate number of shares of Company Common Stock issuable upon conversion, exchange or exercise of any then-outstanding options, warrants or similar rights or instruments (including all such shares issuable upon exercise of the Warrants then held by the HPS Investor, or that the HPS Investor would then be entitled to receive upon the exercise of the Option Agreement in full, whether or not such Warrants and/or Option Agreement are then exercisable).
Fully-Diluted Company Common Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, and (B) the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Options, Company Warrants (excluding Company Series A Warrants and Company Series C Warrants) or other direct or indirect rights to acquire shares of Company Common Stock (whether or not then vested or exercisable) that are issued and outstanding immediately prior to the Effective Time (excluding Company Preferred Stock, unless converted into Company Common Stock in contravention of this Agreement) and (C) the aggregate number of shares of Company Common Stock that are contributed to the Company pursuant to the Transaction Expenses Agreements.
Fully-Diluted Company Common Stock means the sum, without duplication, of (i) the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of vested In the Money Options or other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, (iii) the aggregate number of shares of Company Capital Stock that would be issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time, including the Company Preferred Stock, and (iv) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights (other than Company Options) to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time.
Fully-Diluted Company Common Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock (other than Company Redemption Stock) that are 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 Series A Stock and Company Series C 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, Company Warrants or other direct or indirect rights to acquire shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable), calculated on a Treasury Stock Basis, 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 (other than Company Series C Repurchase Warrants) or other direct or indirect rights to acquire shares of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable), calculated on a Treasury Stock Basis. For the avoidance of doubt, no shares of Company Redemption Stock or Company Series C Repurchase Warrants shall be factored into the calculation of the Fully-Diluted Company Common Stock. For the avoidance of doubt, no Company Capital Stock, Company Options or Company Warrants which shall be canceled pursuant to Section 2.1(d) shall be factored into the calculation of Fully-Diluted Company Common Stock.