Definition of Pocket Games Fully-Diluted Common Stock


Pocket Games Fully-Diluted Common Stock means as at the date that a Conversion Event shall occur, the sum of (i) all shares of Pocket Games Common Stock issued and outstanding and (ii) all shares of Pocket Games Common Stock issuable upon conversion, exchange or exercise of any Common Stock Equivalents of Pocket Games; in each case, immediately after giving effect to the Conversion Event associated with the Exchange Securities and the Merger Securities, including, without limitation, all shares of Common Stock issuable upon full conversion of all of the shares of Pocket Games Series B Preferred Stock, Pocket Games Series C Preferred Stock and Pocket Games Notes; provided, however, that Pocket Games Fully-Diluted Common Stock shall not mean or include any Common Stock or Common Stock Equivalents of Pocket Games issued or issuable in connection with (A) the Pocket Games Warrants, (B) the acquisition of the assets, capital stock or other equity of any additional Person by Pocket Games, other than Kicksend, (C) any debt or equity financing provided to Pocket Games or its subsidiaries prior or subsequent to a Conversion Event, (D) the issuance of Common Stock or Common Stock Equivalents issued to any employees of Pocket Games or the Company or any consultant or other Person or employees thereof (excluding Marlborough, VC2 Capital Corp. or any Affiliates of such Persons), whether under the Incentive Stock Plan or otherwise, in exchange for rendering services to Pocket Games or the Company; it being understood that the issuance(s) of any Common Stock or Common Stock Equivalents under clauses (A), (B), (C) or (D) of this Section 1.5(b) shall dilute the equity interests of all holders of Pocket Games Common Stock and all holders of Pocket Games Series C Preferred Stock and Pocket Games Notes and Pocket Games Warrants on an equitable and pro-rata basis.
Sample 1