Fully Diluted Company Share Amount definition

Fully Diluted Company Share Amount means the total number of issued and outstanding Company Ordinary Shares plus the total number of Company Ordinary Shares underlying any Company Options, Company warrants or other equity awards of the Company, in each case determined as of immediately following the Conversion but immediately prior to the consummation of the Stock Split. Fully-Diluted Company Share Amount does not include any Company Ordinary Shares issuable (i) as Merger Consideration or (ii) in the PIPE Investment.
Fully Diluted Company Share Amount means the sum of (A) the Outstanding Company Share Amount, (B) the number of shares of Company Common Stock issuable pursuant to all unvested company stock options outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than unvested company stock options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount means the number of shares of Company Common Stock calculated as of the close of business on the day immediately preceding the Effective Time pursuant to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by GAAP (as defined herein), which as of the close of business on January 26, 2001 and based on outstanding shares and options as of January 25, 2001, would have resulted in an Exchange Ratio of 0.6163. For purposes hereof, the "Aggregate Parent Share Amount" means the following:

Examples of Fully Diluted Company Share Amount in a sentence

  • Additionally, the credibility of explanation must be considered in the context of the origins of the underpin- ning information (i.e., provenance).

  • Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.

  • For purposes of the calculation of the exchange ratio for Company Stock under this Section 2.3(c), it is assumed that the number of Fully Diluted Company Shares is 10, which number shall be confirmed or updated at the Closing and reflected in the certificate of the Co-President of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the number specified on such certificate being the "Fully Diluted Company Share Amount").

  • For purposes of the calculation of the exchange ratio for Company Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 12,349,039, which number shall be confirmed or updated at the Closing and reflected in the certificate of the Chief Executive Officer of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the "Fully Diluted Company Share Amount").

  • For purposes of the calculation of the exchange ratio for Purchaser Common Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 1,500 (the "Fully Diluted Company Share Amount").


More Definitions of Fully Diluted Company Share Amount

Fully Diluted Company Share Amount means the aggregate number of issued and outstanding shares of common stock of the Company at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Warrants at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Stock Options at the Effective Time.
Fully Diluted Company Share Amount means the sum of (A) the number of shares of Company Common Stock (including, for the avoidance of doubt, Company Restricted Shares and Dissenting Shares) outstanding immediately prior to the Effective Time, (B) the number of shares of Company Common Stock issuable pursuant to all Company Stock Options (whether Vested Company Stock Options or Unvested Company Stock Options) outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount shall be the sum of, without duplication, (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement), (B) the aggregate number of shares of Company Common Stock issuable pursuant to all Company Options outstanding immediately prior to the Effective Time, and (C) the aggregate number of shares of Company Common Stock issuable pursuant to warrants, convertible securities and any other rights to acquire shares of Company Common Stock outstanding immediately prior to the Effective Time, except the aggregate number of shares of Company Preferred Stock that shall receive the Liquidation Preference Payment in accordance with Section 1.5(a).
Fully Diluted Company Share Amount means the sum of (A) the number of shares of Company Common Stock (including, for the avoidance of doubt, Company Restricted Shares and Dissenting Shares) outstanding immediately prior to the Effective Time, (B) the number of shares of Company Common Stock issuable pursuant to all Vested Company Stock Options outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all warrants to purchase shares of the Company’s capital stock outstanding immediately prior to the Effective Time, (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and warrants to purchase shares of the Company’s capital stock) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time and (E) the Carveout Units Amount. *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
Fully Diluted Company Share Amount means the sum (without duplication) of the following:
Fully Diluted Company Share Amount means the sum of (a) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement), and (b) the aggregate number of shares of Company Common Stock or shares of any other class of capital stock of the Company (calculated on a Common Stock-equivalent basis and without regard to any vesting or similar restrictions) issuable pursuant to warrants, options, convertible securities and any other rights outstanding immediately prior to the Effective Time to acquire shares of Company Common Stock or shares of any other class of capital stock of the Company (calculated on a Common Stock-equivalent basis and without regard to any vesting or similar restrictions).
Fully Diluted Company Share Amount shall have the meaning specified in Section 1.5(a)(iv)(4).