Fully Diluted Securities definition

Fully Diluted Securities means the number of Securities outstanding on a fully diluted basis after (i) giving effect to the exchange, exercise and conversion of all outstanding exchangeable, exercisable and convertible Securities and (ii) including all shares of Common Stock reserved and available for the grant of options and or stock purchase rights to employees, officers, directors and consultants of the Company that are not subject to outstanding options.
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Fully Diluted Securities means immediately prior to an Optional Conversion or Forced Conversion, the number of issued and outstanding shares of capital stock of the Corporation on a fully as-converted and as-exercised basis, assuming the full exercise and conversion of all outstanding Common Stock Equivalents provided however that securities described in the definition of Exempt Issuance, subsections (a), (b), (d), (e) and (f) will be excluded from the calculation.
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Fully Diluted Securities means the sum of (i) all outstanding shares of Common Stock and Preferred Stock, (ii) all outstanding options, warrants or other securities exercisable for or convertible into Common Stock or Preferred Stock and (iii) all shares of stock, options or any rights to purchase stock that remain unissued but reserved for issuance under any and all Plans, in each case on an as-converted to Common Stock basis.
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Examples of Fully Diluted Securities in a sentence

  • As used herein, “Percentage Interest of Series C Preferred Stock” shall mean a fraction (presented in percentages) obtained by dividing (A) the number of shares of Common Stock issued and issuable upon conversion of all outstanding shares of Series C Preferred Stock to Common Stock at the time of determination by (B) the Fully Diluted Securities (defined below).

  • Journeyman/Apprentice ratio shall be in accordance with State, Local and Host Nation requirements applicable to where work is being performed.

  • Subject to Section 2.2 and subject to compliance with the Xxxxx Act, the Company and each of the Securityholders agree that in the event the Board determines to return capital or any other amounts to the Securityholders, the Company shall do so by offering to redeem or otherwise repurchase shares of Common Stock and Xxxxx Act Warrants on a pro rata basis (determined by reference to the relative ownership of the then-outstanding Fully Diluted Securities as of the date of such redemption or repurchase).

  • Any provision hereof may be amended, modified or supplemented upon the consent in writing by the Company and the Holders of at least 95% of the Fully Diluted Securities held by parties to this Agreement, and upon the effectiveness of such amendment, modification or supplement, all of the Holders will be deemed to be bound thereby.

  • Any provision hereof may be amended, modified or supplemented upon the consent in writing by the Company and the Holders of at least 80% of the Fully Diluted Securities held by parties to this Agreement, and upon the effectiveness of such amendment, modification or supplement, all of the Holders will be deemed to be bound thereby.

  • Except for the registration rights granted pursuant to this Article VI, the Company shall not grant any registration rights with respect to shares of Common Stock to any other Person without the prior written consent of Securityholders holding a majority of the Fully Diluted Securities at such time unless such registration rights so granted do not materially affect the rights of the Securityholders under this Agreement with respect to their priority following the IPO.

  • This Agreement shall terminate and be of no further force or effect upon the first to occur of (i) the consummation of a Qualified Offering (as defined in the Charter), (ii) a Conversion Event (as defined in the Charter), or (iii) the written agreement of the Holders of 95% of the Fully Diluted Securities held by parties to this Agreement.

  • This Agreement shall terminate and be of no further force or effect upon the first to occur of (i) the consummation of a Qualified Public Offering, or (ii) the written agreement of the Holders of 80% of the Fully Diluted Securities held by parties to this Agreement.


More Definitions of Fully Diluted Securities

Fully Diluted Securities means the aggregate number of issued and outstanding shares of Common Stock after giving effect to a hypothetical exercise of all of the issued and outstanding Xxxxx Act Warrants (and not, for the avoidance of doubt, the Creditor Warrants) into shares of Common Stock, without regard to whether such Xxxxx Act Warrants are then exercisable in accordance with their respective terms or the terms of the Organizational Documents (but disregarding and without giving effect to the issuance, conversion or exercise, as applicable, of any Common Stock, Common Stock Equivalent or other Equity Security of the Company issued or issuable pursuant to the MIP). References to the Fully Diluted Securities beneficially owned by any Securityholder shall be to the aggregate number of issued and outstanding shares of Common Stock beneficially owned by such Securityholder after giving effect to such hypothetical exercise.
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Fully Diluted Securities means the sum of the Units plus the aggregate number of Common Units of TCI which would be issuable under the Options upon exercise thereof.
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Fully Diluted Securities means all issued and outstanding shares of Common, all shares of Common issuable upon conversion of the Series A Preferred, and all shares of Common which may be directly or indirectly issuable upon the exercise, exchange or conversion of any other Securities.
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Fully Diluted Securities means, without duplication, immediately prior to the Merger I Effective Time: (i) the aggregate number of shares of Company Common Stock issued and outstanding; plus (ii) the aggregate number of shares of Company Common Stock issuable upon the conversion of all outstanding shares of Company Preferred Stock (at the then-effective conversion rate); plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of all Vested Options outstanding immediately prior to the Merger I Effective Time.
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Fully Diluted Securities means all issued and outstanding shares of Common, all shares of Common issuable upon conversion of the Preferred, and all shares of Common which may be directly or indirectly issuable upon the exercise, exchange or conversion of any other Securities.
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Related to Fully Diluted Securities

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • 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).

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • 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 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.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

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

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • Company Shares has the meaning set forth in the Recitals.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.

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

  • 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.

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Exempted Securities means:

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Permitted Securities means any of the following:

  • Listed Securities means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.