Fully Diluted Outstanding Shares of Common Stock definition

Fully Diluted Outstanding Shares of Common Stock means all outstanding shares of Common Stock, all shares of Common Stock issuable upon the exercise of any outstanding options, warrants or other rights to purchase shares of Common Stock, all shares of Common Stock issuable upon conversion of all outstanding equity or debt securities convertible into Common Stock, any shares of Common Stock issued as payment on or settlement of any debt existing prior to October 31, 2013, all shares of Common Stock issuable under or authorized by the First Amended Joint and Consolidated Chapter 11 Plan of Reorganization dated September 14, 2011, as further modified, and all shares issuable under this Agreement.
Sample 1

Examples of Fully Diluted Outstanding Shares of Common Stock in a sentence

  • It is the intent of the Corporation that the shares of Common Stock issuable on conversion of the Series C Preferred Stock will be equal to the Applicable Percentage of the Fully Diluted Outstanding Shares of Common Stock.

  • Each Investor shall have received warrants ("Warrants") to purchase Common Stock of Holdings, which if exercised on the Closing Date would represent 5.75% of the Fully Diluted Outstanding Shares of Common Stock of Holdings, pursuant to a Warrant Purchase Agreement substantially in the form of Exhibit C attached hereto.

  • Holdings will authorize the issuance, sale and delivery to the Investors of 250 shares of its common stock, without par value (herein called the "Common Stock", representing 2.5% of the Fully Diluted Outstanding Shares of Common Stock.

  • The “Fully Diluted Outstanding Shares of Common Stock of the Company After Conversion” shall be determined as of the date of conversion by dividing the Fully Diluted Outstanding Shares of Common Stock of the Company by (1-Conversion Ratio).

  • The Management Shares represent approximately ten percent (10%) of the Fully Diluted Outstanding Shares of Common Stock of the Company.

  • The Company represents and warrants to the Subordinated Debenture Holders and Setal 11 that the Exchange Common Shares and the Restricted Shares represent, in the aggregate, approximately fifty percent (50%) of the Fully Diluted Outstanding Shares of Common Stock of the Company as of the Effective Date.

  • The Contractor shall insure at its own costs, immediately following signature of the Contract, in the joint names of SPC and the Contractor for the entire duration of the Contract, including the defect liability period, against all lossor damage from whatever cause arising, other than cause of Force majeure and against loss or damage for which the Contractor is responsible.

  • The “Conversion Rate” means, for each share of Mandatorily Convertible Preferred Stock, a number of shares of Common Stock calculated as follows: Conversion Rate = (X — [60,000,000 plus the number of Fully Diluted Outstanding Shares of Common Stock on March 31, 2005])/1,000,000; where X equals the number of Fully Diluted Outstanding shares of Common Stock on March 31, 2005 divided by .05, as such rate may be adjusted from time to time as provided in Section 7(e) below.

  • The number of fully paid and nonassessable shares of Common Stock of the Company issuable upon full or partial conversion of this Convertible Debenture is then determined as of the date of conversion by subtracting the Fully Diluted Outstanding Shares of Common Stock of the Company from the Fully Diluted Outstanding Shares of Common Stock of the Company After Conversion.

Related to Fully Diluted Outstanding Shares 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.

  • Common Stock Outstanding means, at any given time, the number of shares of Common Stock issued and outstanding at such time.

  • Company Outstanding Shares means the total number of shares of the Company Common Stock, including all shares underlying the Company Restricted Stock Units, that are issued and outstanding as of immediately prior to the Offer Closing Time, and assuming the exercise of all In-the-Money Options outstanding as of the Effective Time. No Out-of-the-Money Options shall be included in the total number of shares of the Company Common Stock outstanding for purposes of determining the Company Outstanding Shares.

  • shares of Common Stock means (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Warrant Holders shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so purchasable upon exercise of each Warrant and the Exercise Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in paragraphs (a) through (i), inclusive, above, and the provisions of Section 7 and Section 12.2 through 12.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any such other securities.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • 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.

  • 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.

  • 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.

  • Outstanding Shares means Shares shown in the books of the Trust or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Trust and which are held in the treasury of the Trust.

  • 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.

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

  • 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.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • 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).

  • 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.

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • 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.

  • 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.

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

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;