Fully Diluted Number of Shares definition

Fully Diluted Number of Shares means as of any date, the aggregate number of shares of Company Common Stock outstanding on such date (including any shares of restricted stock) assuming: ( i ) the prior exercise of all options and similar rights to purchase Company Common Stock; ( ii ) the prior conversion into, or exchange for, shares of Company Common Stock of all then issued and outstanding securities which are convertible into, or exchangeable for, shares of Company Common Stock; and ( iii ) the prior exercise of any similar subscription or other rights to acquire, or to cause the Company to issue, shares of Company Common Stock; provided , however , that notwithstanding the foregoing, “Fully Diluted Number of Shares” shall not prior to the occurrence of a Triggering Event (as defined in the Rights Plan) include shares of Company Common Stock issuable in connection with any exercise of rights to purchase Company Common Stock under the Rights Plan.
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Fully Diluted Number of Shares means the sum of (i) the number of outstanding shares of Common Stock immediately prior to the Closing plus (ii) with respect to Options (other than the Sahara Convertible Note) not exercised prior to the Closing, the number of shares of Common Stock that would be issuable upon exercise of all the In-The-Money Options if all such Options were vested and exercisable as of the Closing plus (iii) with respect to the Sahara Convertible Note, the number of shares of Common Stock actually issued upon conversion of such note simultaneously with, or prior to, the Closing. The Fully Diluted Number of Shares shall not include any number of shares of Common Stock issuable upon exercise of Options which are not In-The-Money Options.
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Fully Diluted Number of Shares means all Ordinary Shares issued and outstanding and any and all Ordinary Shares issuable assuming the conversion, exchange or exercise of all outstanding options, warrants, preferred shares, and any other equity security directly or indirectly convertible into or exercisable for any Ordinary Shares, including Ordinary Shares into which the Series B Preferred Shares, Series B-1 Preferred Shares, Series C Preferred Shares and Series D Preferred Shares are convertible into.
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Examples of Fully Diluted Number of Shares in a sentence

  • The "Fully Diluted Number of Shares of the Company" means the number of Company Common Shares issued and outstanding immediately prior to the Effective Time after taking into account the exercise of any outstanding options and warrants or other rights.

  • The "Fully Diluted Number of Shares of InfoGation Series B-1 Stock" means the aggregate number of shares of InfoGation Series B-1 Preferred Stock outstanding immediately prior to the Effective Time.

  • Schedule 2.1 reflects each Purchaser’s percentage of the Company's Fully Diluted Number of Shares and of the Company’s issued and outstanding shares, on an as converted basis, in each case immediately following each Closing.

  • The fraction of a --------------------------------- Parent Common Share referred to in Section 1.3(c) above shall be calculated by dividing (rounded upwards, if necessary, to the nearest five decimal places) (i) the Number of Issuable Shares of Parent Common Shares (as defined below) by (ii) the "Fully Diluted Number of Shares of the Company" (as adjusted pursuant to Section 2.3, the "Exchange Ratio").

  • For purposes hereof, the “Exchange Ratio” shall equal the quotient of (i) the Fully Diluted number of shares of Parent Common Stock issued and outstanding immediately before the Effective Time (without giving effect to the Private Financing) divided by (ii) the Fully Diluted Number of Shares of Company Common Stock issued and outstanding immediately before the Effective Time, which equals 2,211,509.

  • Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan at any time is the greater of (a) fifteen percent (15%) of the Fully Diluted Number of Shares of Common Stock outstanding at that time and (b) 17,500,000.

  • Along Rights shall terminate upon the effectiveness of any registration statement filed with the SEC with respect to the Shares 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 would be held by Persons unaffiliated with the Company and without restriction on transfer under the Securities Act.


More Definitions of Fully Diluted Number of Shares

Fully Diluted Number of Shares means the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the Closing held by the Stockholders, plus the total number of shares of Common Stock that the Optionholders could have purchased if the Optionholders had exercised their Options in full immediately prior to the Closing.
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Fully Diluted Number of Shares means as of any date, the aggregate number of shares of Company Common Stock outstanding on such date (including any shares of restricted stock) assuming: (i) the prior exercise of all options and similar rights to purchase Company Common Stock; (ii) the prior conversion into, or exchange for, shares of Company Common Stock of all then issued and outstanding securities which are convertible into, or exchangeable for, shares of Company Common Stock; and (iii) the prior exercise of any similar subscription or other rights to acquire, or to cause the Company to issue, shares of Company Common Stock; provided, however, that notwithstanding the foregoing, “Fully Diluted Number of Shares” shall not prior to the occurrence of a Triggering Event (as defined in the Rights Plan) include shares of Company Common Stock issuable in connection with any exercise of rights to purchase Company Common Stock under the Rights Plan.
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Fully Diluted Number of Shares means the number of Company Shares issued and outstanding as of immediately prior to the First Effective Time and shall be calculated assuming that all Cashed-Out Company Options are vested and exercised and all Other Convertible Securities that are directly or indirectly exercisable, convertible or exchangeable for Company Shares have been so exercised, converted or exchanged.
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Fully Diluted Number of Shares mean the sum (without duplication) of (i) the number of shares of the Company Common Stock outstanding immediately prior to the Effective Time, and (ii) the number of shares of Company Common Stock issuable upon the exercise or conversion of all securities exercisable to purchase or convertible into Company Common Stock outstanding immediately prior to the Effective Time, but excluding (a) all shares of Company Common Stock issuable upon conversion of Company Series B Stock outstanding immediately prior to the Effective Time (after giving effect to any election to convert shares of Company Series B Stock into Company Common Stock effective at or prior to the Effective Time), (b) all shares of Unvested Company Stock, (c) all shares of Company Common Stock issuable upon exercise of the Out-of-the-Money Options and the Unvested In-the-Money Options, (d) all shares of Company Common Stock issuable upon exercise of Company Warrants outstanding immediately prior to the Effective Time and (e) all Dissenting Shares.
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Fully Diluted Number of Shares means as of any date, the aggregate number of shares of Company Common Stock outstanding
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Fully Diluted Number of Shares shall equal the number of shares of Common Stock issued and outstanding as of the Effective Time and shall be calculated assuming that all in-the-money Options are vested and exercised as of immediately prior to the Effective Time.
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Related to Fully Diluted Number of Shares

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Number of Shares As specified in the placement notice substantially in the form attached to the Equity Distribution Agreement as Exhibit A (the “Placement Notice”) delivered by Counterparty to Dealer in respect of the Transaction; provided, however, that in the event that Dealer, in its commercially reasonable judgment, determines that it is unable (via the Agent) through commercially reasonable efforts to establish a commercially reasonable hedge position in such number of Shares in accordance with the Placement Notice in light of market liquidity conditions and/or the provisions of Section 3 of the Equity Distribution Agreement, the Number of Shares shall equal the aggregate number of Shares actually sold through the Agent acting as forward seller for Dealer (in connection with the establishment of a commercially reasonable hedge position) pursuant to the Equity Distribution Agreement during the period from and including the Trade Date through and including the Hedge Completion Date; provided further, however, that on each Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares settled on such date.

  • Maximum Number of Shares is defined in Section 2.1.4.

  • 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).

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Fully Diluted means, with respect to the Common Stock, as of a particular time the total outstanding shares of Common Stock as of such time, determined by treating all outstanding options, warrants and other rights for the purchase or other acquisition of Common Stock as having been exercised and by treating all outstanding Convertible Securities as having been so converted.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Capital Shares Equivalents means any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Per Share Amount is defined in Section 1.1

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Common Shares means the common shares in the capital of the Corporation;

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).