Fully Diluted Shares definition

Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of common stock of such entity issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

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Fully Diluted Shares means the sum of (a) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time, (b) the aggregate number of shares of Company Common Stock into which the shares of Company Preferred Stock outstanding immediately prior to the Effective Time are (or would be) then convertible, and (c) the aggregate number of shares of Company Common Stock issuable upon exercise of all In-the-Money Company Options outstanding immediately prior to the Effective Time.

Fully Diluted Shares means, as of any date of determination, the number of shares of Class A Common Stock and Class B Common Stock outstanding, plus (without duplication) shares of Class A Common Stock and Class B 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 rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Class A Common Stock or Class B Common Stock or securities exercisable for or convertible or exchangeable into Class A Common Stock or Class B Common Stock, as the case may be, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

Examples of Fully Diluted Shares in a sentence

• O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution.

• The term “5% Conversion Price” means, as of a given date, the price per share determined by dividing $1,500,000 by 5% of Company’s Fully Diluted Shares (as defined below).

• Once per year, until University no longer has Shares in Company, Company shall provide a current capitalization chart to indicate the number of Shares University owns in Company, and total number of Shares and Fully Diluted Shares.

• Such Top-Up Option shall not be exercisable to the extent the number of shares of Company Common Stock subject thereto (taken together with the number of Fully Diluted Shares outstanding at such time) exceeds the number of authorized shares of Company Common Stock available for issuances.

• If at any time any of the Investors holding in the aggregate a majority of the Fully Diluted Shares, proposes to sell 35% or more of the Fully Diluted Shares (a “Disposition”), it or they may require the holders of Purchaser Stock to sell the same proportion and type of their Purchaser Stock as such Investors are selling of their securities by setting forth such requirement in a notice to Purchaser setting forth in reasonable detail the terms of the Disposition.

More Definitions of Fully Diluted Shares

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 Shares means the total number of Shares issued and outstanding or reserved for issuance, in each case assuming the exercise or conversion of all securities convertible into Shares.

Fully Diluted Shares means all outstanding securities entitled generally to vote in the election of directors of the Company on a fully diluted basis, after giving effect to the exercise or conversion of all options, warrants, rights and securities exercisable or convertible into such voting securities, other than potential dilution attributable to any Company Rights associated therewith.

Fully Diluted Shares means, as of any date, the number of shares of Common Stock outstanding as of such date plus the aggregate number of shares of Restricted Stock and Common Stock issuable upon the exercise of all outstanding options, warrants and rights to acquire shares of Common Stock (including outstanding stock options which are not then exercisable) and the aggregate number of shares of Common Stock issuable upon the conversion of all outstanding securities that are convertible into shares of Common Stock.

Fully Diluted Shares means all outstanding Shares entitled to vote in the election of directors of the Company or on the adoption of this Agreement and approval of the Merger, together with all such Shares which the Company would be required to issue upon the conversion, exercise or exchange of any then-outstanding warrants, options, benefit plans or obligations, securities or instruments convertible, exercisable or exchangeable into such Shares, whether or not then convertible, exercisable or exchangeable.

Fully Diluted Shares means all outstanding shares of Common Stock and all shares of Common Stock issuable in respect of securities convertible into or exchangeable or exercisable for shares of Common Stock, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock.

Fully Diluted Shares means, on any Measurement Date, the number of Shares outstanding, plus the number of Shares subject to all outstanding options, warrants and rights to acquire Shares, whether or not exercisable.