Fully Diluted Shares Number definition

Fully Diluted Shares Number means a number equal to the sum of (a) the aggregate number of shares of Company Capital Stock (including Company Restricted Stock) issued and outstanding immediately prior to the First Effective Time (other than the Cancelled Shares), plus (b) the aggregate number of shares of Company Capital Stock issuable upon full exercise of the In-the-Money Company Options outstanding immediately prior to the First Effective Time (other than Unvested Company Options that are not held by a Continuing Employee), plus (c) the aggregate number of shares of Company Capital Stock issuable upon full exercise of the In-the-Money Company Warrants outstanding immediately prior to the First Effective Time, less (d) the Series C Shares Number.
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Fully Diluted Shares Number means, without duplication, as of immediately prior to the Closing: (a) the aggregate number of shares of Company Common Stock outstanding, plus (b) the aggregate number of shares of Company Common Stock issuable upon the conversion of all outstanding shares of Company Preferred Stock, which shall be treated as if they converted to Company Common Stock as of immediately prior to the Closing, plus (c) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Options (whether vested or unvested) outstanding immediately prior to the Closing (other than Out-of-Money Options, which shall be excluded from the calculation of the Fully Diluted Shares Number).
Sample 1
Fully Diluted Shares Number means a number equal to the sum of (a) the aggregate number of shares of Company Capital Stock on an as-converted-to-Company Common Stock basis that are issued and outstanding immediately prior to the First Effective Time (other than the Cancelled Shares), plus (b) the result of (i) the aggregate number of shares of Company Common Stock issuable upon full exercise of the Company Options outstanding immediately prior to the First Effective Time, minus (ii) the number of shares of Company Common Stock (valued based on the Merger Consideration) equal in value to the aggregate exercise price of all Unvested Company Options, plus (c) the aggregate number of shares of Company Common Stock issuable upon full exercise of the Company Warrants outstanding immediately prior to the First Effective Time.
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More Definitions of Fully Diluted Shares Number

Fully Diluted Shares Number means, without duplication, as of immediately prior to the Closing:
Sample 1
Fully Diluted Shares Number means the sum of (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Stock Options (other than Out-of-the-Money Company Stock Options) outstanding immediately prior to the Effective Time.
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Related to Fully Diluted Shares Number

  • 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.

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

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • 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”):

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock means the common stock of the Company.