Fully-Diluted Company Stock means the sum, without duplication, of the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (treating all Series A Preferred Stock on an as-converted to Company Common Stock basis).
Fully-Diluted Company Stock 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 (on an as-converted to Company Common Stock basis) or issuable upon the exercise of Vested 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 (solely to the extent vested and exercisable); provided that all Unvested Company Options and other direct or indirect rights to acquire shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time (to the extent unvested and/or unexercisable) and that are cancelled at the Effective Time pursuant to the first sentence of Section 1.9(a)(v) shall be excluded from the calculation of the Fully-Diluted Company Stock.
Fully-Diluted Company Stock means the total number of shares of Company Common Stock outstanding immediately prior to the Initial Effective Time (other than the Backstop Tranche 1 Shares), expressed on a fully diluted and as-converted to shares of Company Common Stock basis, and including, without duplication, (i) the number of shares of Company Common Stock subject to unexpired, issued and outstanding Company Options (other than the Company Unvested 2021 Options), (ii) the number of shares of Company Common Stock into which the Company Preferred Stock would convert in accordance with the Company Certificate of Incorporation, (iii) the number of shares of Company Common Stock subject to unexpired, issued and outstanding Company RSUs (other than the Company Unvested 2021 RSUs) and (iv) the number of shares of Company Common Stock subject to unexpired, issued and outstanding Company Warrants.
Examples of Fully-Diluted Company Stock in a sentence
The “Warrant Exchange Ratio” shall be equal to the quotient obtained by dividing (i) 5,125,000 shares of Parent Common Stock by (ii) the Fully-Diluted Company Stock.
In addition, the exact consideration payable to each Glacier equityholder in shares of Primo common stock will be calculated by adding to $36,158,180 the Transaction Expense Exclusion, which the parties estimate will equal approximately $1.75 million, and dividing such resulting amount by $11.88 and then further dividing the resulting amount by the number of shares of Fully-Diluted Company Stock outstanding immediately prior to the effective time of the Merger.
The exact consideration payable to each Glacier equityholder in warrants will be calculated by dividing 2.0 million by the number of Fully-Diluted Company Stock outstanding immediately prior to the effective time of the Merger.
The "Warrant Exchange Ratio" shall be equal to the quotient obtained by dividing (i) 5,125,000 shares of Parent Common Stock by (ii) the Fully-Diluted Company Stock.
Sessional Members on the University roster shall be notified of the courses expected to be offered in their Department in all sessions of the upcoming year.
More Definitions of Fully-Diluted Company Stock
Fully-Diluted Company Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Stock that are issued and outstanding immediately prior to the Effective Time (excluding shares of Company Stock held by the Company or any of its Subsidiaries), (B) the aggregate number of shares of Company Stock issuable upon the “cashless” exercise of Stock Options (as determined in a manner consistent with the determination of Option Value in Section 1.6(c)(i)), (C) the aggregate number of Minority Common LLC Units and (D) the aggregate number of shares of Company Stock issued by the Company prior to the Effective Time pursuant to Section 4.5(g).
Fully-Diluted Company Stock means the sum, without duplication, of (A) the aggregate number of shares of
Fully-Diluted Company Stock means the total number of issued and outstanding shares of Company Stock immediately prior to the Closing, (a) treating the shares of Company Preferred Stock on an as-converted to Company Common Stock basis and (b) treating all outstanding Company RSUs, Company Warrants and other Company Convertible Securities as fully vested and as if each such Company Convertible Security had been exercised as of the First Effective Time (calculated using the treasury stock method of accounting), but (c) excluding any Company Securities held by any Target Company immediately prior to the Closing.
Fully-Diluted Company Stock shall have the meaning set forth in Section 1.6(e).
Fully-Diluted Company Stock means the sum, without duplication, of (i) the aggregate number of vested 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 Capital Stock that are issuable upon the exercise of vested Company Options, Company Warrants or other direct or indirect rights to acquire shares of Company Capital 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 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. For the avoidance of doubt, “Fully-Diluted Company Stock” shall not include (i) unvested Company Options that will be assumed pursuant to Section 1.3(a)(iii)(B) or cancelled pursuant to Section 1.3(a)(iii)(D), (ii) Unvested Company Shares or (iii) Designated Options.
Fully-Diluted Company Stock means the Total Converted Company --------------------------- Stock plus the number of shares of Company Common Stock issuable at any time pursuant to the Company Stock Options exchanged pursuant to this Section 2.7 ----------- which are not immediately vested prior to the Effective Time.
Fully-Diluted Company Stock 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 (excluding New Company Options), Company Warrants or other direct or indirect rights to acquire shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable); provided, however, that for purposes of calculating the Fully Diluted Company Stock, the Fully Diluted Company Stock shall exclude the New Company Options and the shares of Company Common Stock into which the New Company Options are exercisable.