Fully Diluted Company Shares definition

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).

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Fully Diluted Company Shares means the total number of issued and outstanding Company Shares as of immediately prior to the Initial Merger Effective Time, on an as-converted basis and assuming the exercise of any options, warrants, or other similar securities of the Company as of immediately prior to the Initial Merger Effective Time, if applicable.

Fully Diluted Company Shares means, as of immediately prior to the Effective Time, the sum of (i) all outstanding shares of Company Common Stock plus (ii) all shares of Company Common Stock subject to outstanding Company Compensatory Awards.

Examples of Fully Diluted Company Shares in a sentence

Parent and Merger Sub shall have received a certificate, which shall be in full force and effect, executed by the Chief Executive Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.3(a), and 6.5 have been duly satisfied and specifying the number of Fully Diluted Company Shares (and components thereof).
For the purposes of calculating the Company Reference Share Value, the number of Fully Diluted Company Shares (as defined in the Merger Agreement) shall include all shares of Company common stock underlying options and warrants outstanding prior to the automatic exercise of such securities pursuant to agreements similar to this Amendment.
The exercise price of a Spin-Off Option shall be determined by multiplying the exercise price of each such unexercised Company Stock Option by a fraction, the numerator of which is the appraised value of the Spin-Off Subsidiary divided by the Fully Diluted Company Shares (the “Per Share Spin-Off Subsidiary Common Stock”) and the denominator of which shall be the sum of the Merger Consideration and the Per Share Spin-Off Subsidiary Common Stock.
As of the date hereof, the Fully Diluted Company Shares is 10,875,610 and the CA Allocation is 1,208,401.
The cash portion of the Option Payment shall be subject to Withholdings and shall be reduced by the product of (i) the number of shares which were issuable upon exercise of the Option immediately prior to the Effective Time and (ii) the aggregate amounts payable by Parent to the Representative pursuant to Section 3.05(b)(i) divided by the number of Fully Diluted Company Shares.

More Definitions of Fully Diluted Company Shares

Fully Diluted Company Shares. Schedule A, Section 2

Fully Diluted Company Shares means, without duplication, all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, including the shares of Company Common Stock issuable upon conversion of the Convertible Notes or upon the conversion, exercise or exchange of any in-the-money securities of the Company convertible into or exercisable or exchangeable for shares of Company Common Stock.

Fully Diluted Company Shares means the sum, without duplication, of the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, or issuable upon the exercise of Company Options or other direct or indirect rights to acquire shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, in each case (a) on an as converted to common basis, (b) calculated on the treasury stock method and (c) whether or not then vested, exercisable or subject to repurchase.

Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, including any outstanding Company Preferred Stock (if any) on an as-converted basis and treating all outstanding Company Options, Company RSUs and Commercial Warrants as fully vested and exercised (if applicable) on a net exercise basis as of immediately prior to the Effective Time, but excluding all Cancelled Shares and all shares of Company Common Stock issuable pursuant to any Out-of-the-Money Company Options.

Fully Diluted Company Shares means the sum, without duplication, of (a) shares of Company Common Stock (including Company Restricted Stock) that are issued and outstanding immediately prior to the Effective Time; plus (b) shares of Company Preferred Stock (on an as converted to Company Common Stock basis) that are issued and outstanding immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Common Stock issuable upon exercise of the Company Warrant as of immediately prior to the Effective Time; plus (d) the aggregate number of shares of Company Common Stock issuable upon exercise of Vested Company Options as of immediately prior to the Effective Time; plus (e) the aggregate number of shares of Company Common Stock issuable upon exercise of Unvested Company Options as of immediately prior to the Effective Time; plus (f) the aggregate number of shares of Company Series B Preferred Stock (on an as converted to Company Common Stock basis) issuable upon the conversion of the Convertible Notes as of immediately prior to the Effective Time.

Fully Diluted Company Shares means 23,834,512.

Fully Diluted Company Shares means the sum of (i) total number of issued and outstanding Company Ordinary Shares, plus (ii) the total number of Company Ordinary Shares underlying all outstanding In-the-Money Company Options (treating such In-the-Money Company Options) as fully vested and as if the In-the-Money Company Options had been exercised in accordance with their terms (and assuming no cashless exercise) as of the Closing), plus (iii) the total number of Company Ordinary Shares underlying all outstanding Company SAFEs.