SP Fully Diluted Shares definition

SP Fully Diluted Shares means (a) the Shares issuable to SP Stockholders pursuant to Section 3.1, plus (b) the Shares issuable at the Effective Time to The Xxxxxx XxXxxx Special Opportunity Fund, LLC upon conversion of $3,200,000 of indebtedness as contemplated by Section 8.1(d) plus (c) the Shares issuable pursuant to any equity offering consummated by any party hereto prior to the Effective Time. The SP Fully Diluted Shares will equal 86% of the Fully Diluted Shares at the Effective Time excluding: (i) the possible conversion of 4,520,000 Shares from the conversion of an aggregate of $6,780,000 of non-voting Preferred Membership Units held in Brookville Special Purpose Fund, LLC and Veritas High Yield Fund, LLC; (ii) 3,694,444 shares (or $6,650,000) issuable, pursuant to a private placement memorandum dated January 15, 2014, as amended, at $1.80 per share; and (iii) all options and restricted stock awards issued and outstanding under the current SP Employee Incentive Plan, each of which is set forth on Schedule 6.5. Further, both Series A Preferred Stock held by Allied International Fund and the Series B Preferred Stock held by Xxxxxx XxXxxx will survive and be assumed by the Company.
Sample 1
SP Fully Diluted Shares means the Shares issuable to SP Stockholders pursuant to Section 3.1. The SP Fully Diluted Shares will equal 84.88% of the Fully Diluted Shares at the Effective Time, including all issued and outstanding options, but excluding restricted stock awards issued and outstanding as set forth on Schedule 6.5 and Exhibit C and all 8,737,870 shares previously issued and outstanding pursuant to the conversion of the Brookville Special Purpose Fund, LLC and the Veritas High Yield Fund LLC. Further, both Series A Preferred Stock held by Allied International Fund and the Series B Preferred Stock held by Xxxxxx XxXxxx will survive and be assumed by the Parent at the Post-Closing Date.
Sample 1

Examples of SP Fully Diluted Shares in a sentence

  • For example, amongst community household heads (36%) were in agreement and (35%) were in disagreement that profit for the organization promoted tourism related occupations, while (29%) were neutral.

  • Such options and shares are included in the SP Fully Diluted Shares and are adjusted pursuant to the Reverse Stock Split and the Stock Dividend.

  • Accordingly, as of immediately following the Effective Time, the holders of SP Fully Diluted Shares immediately prior to the Effective Time shall hold Shares representing in the aggregate eighty-six percent (86%) of the Fully Diluted Shares as reflected on Exhibit C - Post-Closing Capitalization attached hereto.

  • For the Fiscal March 31, 2023, they exported their products to 51 countries.

  • Such options and shares are included in the SP Fully Diluted Shares.

  • Accordingly, as of immediately following the Effective Time, the holders of SP Common Stock immediately prior to the Effective Time shall hold (when taken together with the other SP Fully Diluted Shares (as defined)) Shares representing in the aggregate eighty-six percent (86%) of the Fully Diluted Shares.

  • Accordingly, as of immediately following the Effective Time, the holders of SP Common Stock immediately prior to the Effective Time shall hold (when taken together with the other SP Fully Diluted Shares (as defined)) Shares representing in the aggregate of approximately 84.88% of the Fully Diluted Shares.

Related to SP 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 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 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 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.

  • 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.

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

  • 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.

  • 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;

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

  • 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.

  • 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.

  • 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;

  • 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.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

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

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Newco Shares means the common shares in the capital of Newco;

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.