Fully Diluted Number definition

Fully Diluted Number means the sum of (i) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Common Stock for which all of the shares of Preferred Stock issued and outstanding immediately prior to the Effective Time would be converted into if converted immediately prior to the Effective Time and (iii) the aggregate number of shares of Common Stock underlying all vested In-the-Money Options issued and outstanding as of immediately prior to the Effective Time.

Fully Diluted Number means the total number of Inspirato Units outstanding as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA, determined on a fully-diluted, as-if exercised basis and assuming the exercise (as applicable) and settlement of all Inspirato Options, whether or not exercised, exercisable, settled, eligible for settlement or vested and after giving effect to the repurchase by Inspirato of certain Inspirato Units.

Fully Diluted Number means the sum of (i) the number of Shares, (ii) the number of shares of Company Common Stock issuable upon the exercise of Outstanding Options and (iii) the number of shares of Company Common Stock issuable upon the exercise of Outstanding Warrants.

Examples of Fully Diluted Number in a sentence

• In a small number of cases, additional support may be required from the Local Authority through an education, health and care assessment and/or high needs funding.

• The Minimum Condition requires that there is a number of Shares validly tendered pursuant to the Offer and not withdrawn, that, including all Parent-Owned Shares, immediately prior to acceptance for payment of Shares, represent at least a majority of the Fully Diluted Number of Company Shares.

• Along Rights shall terminate upon the effectiveness of any registration statement filed with the SEC with respect to Common Stock in an initial Public Equity Offering or subsequent Public Equity Offering if, after giving effect to such offering, at least 50% of the Fully Diluted Number of shares of Common Stock would be held by Persons unaffiliated with the Company and without restriction on transfer under the Securities Act.

• Unless any Stock Options are canceled, expire or are otherwise terminated prior to the Closing, the Fully Diluted Number shall be 2,337,282 plus the number of shares subject to the options described in Section IV,C.

• It is understood and agreed, notwithstanding the foregoing, that the Fully Diluted Number will be appropriately adjusted if the Company Merger Consideration would otherwise be reduced pursuant to this Section 4.5(b) to an amount equal to, or below the exercise price of outstanding Company Options (as hereinafter defined).

More Definitions of Fully Diluted Number

Fully Diluted Number means the sum without duplication of (a) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus (b) the total number of shares of Company Common Stock that are issuable upon exercise of the Company Options outstanding immediately prior to the Effective Time, other than Out-of-the-Money Options.

Fully Diluted Number means the sum of (a) the aggregate number of shares of Company Capital Stock outstanding as of immediately prior to the Closing and (b) the aggregate number of shares of Company Capital Stock issuable upon exercise of all In-the-Money Vested Options outstanding as of immediately prior to the Closing.

Fully Diluted Number means the sum, without duplication, of (1) the total number of Company Ordinary Shares outstanding immediately prior to the Effective Time, (2) the total number of shares of Series A Preferred, Series A-1 Preferred, Series B Preferred, Series C Preferred and Series D Preferred outstanding immediately prior to the Effective Time, (3) the total number of Company Ordinary Shares that are issuable upon exercise of the Outstanding Company Options outstanding immediately prior to the Effective Time, and (4) the total number of shares of Company Capital Stock that are issuable upon exercise of In-The-Money Company Warrants outstanding immediately prior to the Effective Time.

Fully Diluted Number is defined in the Business Combination Agreement.

Fully Diluted Number means the sum without duplication of (a) the total number of shares of Company Capital Stock outstanding immediately prior to the Effective Time and (b) the total number of shares of Company Capital Stock (on an as-converted basis, as applicable) issuable upon the exercise (and subsequent conversion, to the extent applicable) of Company Options entitled to receive consideration under Section 1.9(a)(ii).

Fully Diluted Number means the number of shares of Stock outstanding immediately prior to the Effective Time if, immediately prior to the Effective Time, all Company Options, the holders or former holders of which are entitled to receive an Option Closing Payment or a payment pursuant to Section 2.17(a), were exercised or converted for Merger Shares in accordance with their terms.

Fully Diluted Number means the aggregate number of shares of Company Common Stock, shares of Company Preferred Stock, Company Options, Company Warrants and any other option, warrant or other security exercisable or exchangeable for, or convertible into, Company capital stock (each, on a fully exercised and converted to Company Common Stock basis) that are issued and outstanding immediately prior to the Effective Time; provided, however, that the shares of Company Capital Stock issuable upon conversion of the Notes and the New Options that are outstanding immediately prior to the Effective Time shall be excluded from the foregoing calculation.