Number of Fully Diluted Shares definition

Number of Fully Diluted Shares means the sum (without duplication) of (i) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled and extinguished pursuant to Section 1.4(c)), (ii) the total number of shares of Company Common Stock subject to all outstanding and unexercised vested Company Options immediately prior to the Effective Time other than Out-of-the-Money Options, and (iii) the total number of shares of Company Common Stock subject to all outstanding Company Warrants immediately prior to the Effective Time other than Out-of-the-Money Warrants.
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Number of Fully Diluted Shares means the sum (without duplication) of (i) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Closing, plus (ii) the total number of Company Ordinary Shares into which the Company A Ordinary Shares issued and outstanding immediately prior to the Closing are convertible, plus (iii) the number of Company Ordinary Shares underlying all outstanding Company Options as of the Relevant Time (other than the Surrendered Options); plus (iv) the total number of Company Ordinary Shares into which the Company A Ordinary Shares issuable on conversion of the Convertible Loan Agreement as of the Relevant Time are convertible; plus (v) the total number of Phantom Shares. “NSIA” means the National Security and Investment Xxx 0000, of the United Kingdom (as amended and in force from time to time). 22
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Number of Fully Diluted Shares means a number equal to the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, assuming (i) the conversion into Company Common Stock of all Company Preferred Stock, (ii) the exercise (and the issuance of all shares of Company Common Stock issuable upon such exercise) of all Company Options (for the avoidance of doubt, including Vested Company Options and Unvested Company Options) other than Underwater Company Options and terminated Company Options that are not entitled to any consideration at, in connection with or after the Closing , (iii) the exercise (and the conversion into Company Common Stock of all shares of Company Preferred Stock issuable upon such exercise) of all Company Warrants other than Underwater Company Warrants and terminated Company Warrants that are not entitled to any consideration at, in connection with or after the Closing, in each case, outstanding immediately prior to the Effective Time and as set forth in the Closing Date Allocation Schedule; provided that, with respect to any Company Options or Company Warrants to be exercised on a Net Basis as of the Effective Time in accordance with this Agreement, the calculation set forth in this definition shall only reflect the “net” number of shares of Company Common Stock or Company Preferred Stock issuable in connection therewith. For the avoidance of doubt, the calculation of the “Number of Fully Diluted Shares” shall not assume the conversion of the Series D Promissory Note into Company Series D Preferred Stock so long as such conversion has not occurred prior to the applicable date of determination.
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Examples of Number of Fully Diluted Shares in a sentence

  • For purposes of the foregoing, the "Aggregate Number of Fully Diluted Shares" shall be equal to 14,499,700.

  • The period from the date the tax authority issues the notice of request for explanation and supplementation to the date the tax authority receives the taxpayer's written explanation and supplement does not count within the time limit for processing the tax refund dossier of the taxpayer.

  • The Number of Fully Diluted Shares will be appropriately adjusted to reflect any stock split, combination, reclassification or other similar event with respect to the Common Stock occurring subsequent to the Issuance Date.

  • Number of Fully Diluted Shares Including All Vested and Unvested Stock Options and Warrants (in millions): 3.785 [GRAPHIC APPEARS HERE] Overview & Conclusions FAIRNESS CONCLUSION Pacer shareholders will receive $6.95 per fully diluted share compared to a current valuation of $6.20 to $6.86 per fully diluted share based on a fundamental analysis performed by Houlihan Lokey.


More Definitions of Number of Fully Diluted Shares

Number of Fully Diluted Shares means, as of any date of calculation, the sum of the following:
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Number of Fully Diluted Shares. Section 3.1.3 “Parent” Preamble
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Number of Fully Diluted Shares shall equal the sum of (a) the number of outstanding shares of Company Common Stock, (b) any other outstanding shares of capital stock of the Company (other than Class A Preferred Stock) and (c) any other outstanding securities convertible into or exercisable or exchangeable for capital stock of the Company (other than Class A Preferred Stock) assuming the conversion, exercise or exchange of all such other securities, in each case immediately prior to the Effective Time.
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Number of Fully Diluted Shares means, at the time of determination, the sum of the following number of shares: (i) the number of shares of Company Common Stock outstanding plus (ii) the number of shares of Company Common Stock for which Company Stock Options issued and outstanding are exercisable pursuant to the terms of such Company Stock Options.
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Number of Fully Diluted Shares means the total number of shares issued by the Target Company on a fully diluted basis, considering stock options granted pursuant to the options plan approved at the shareholders’ meeting up to August 13, 2015.
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Related to Number 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 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 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 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 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.

  • Number of Option Shares means shares of Stock, as adjusted from time to time pursuant to Section 9.

  • 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.

  • 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.

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

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

  • 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.

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

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • 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.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

  • Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • 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.

  • 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.

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