Diluted Company Shares definition

Diluted Company Shares means the number of shares of MD Office Common Stock issued and outstanding immediately prior to the Effective Time on an “as converted” and “as exercised” basis.
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Diluted Company Shares means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time on an “as converted” and “as exercised” basis, including (i) all outstanding shares of Company Common Stock, plus (ii) the maximum number of shares of Company Common Stock issuable pursuant to the exercise of any outstanding options, warrants, subscription rights, and agreements or commitments to issue shares of Company Common Stock or issuable pursuant to the conversion of any outstanding Company debt or equity securities for which the exercise price, subscription price or conversion price is less than $1.25 per share of Company Common Stock.
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Diluted Company Shares means, as of immediately prior to the Share Exchange Effective Time, the sum, without duplication, of (a) the aggregate number of all (i) issued and outstanding Company Shares, including the Company Bonus Shares, as of March 12, 2024 (ii) Company Common Shares issuable upon exercise of the Company In-The-Money Vested Options (assuming exercise on a cashless basis), (iii) Company Common Shares issuable upon settlement of the Company RSUs, (iv) Company Common Shares issuable upon exercise of the Company In-the-Money Warrants, plus (b) the aggregate number of Company Common Shares equal to (i) the ANF Purchase Consideration Shares divided by (ii) the ratio determined by dividing the Company Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding, for the avoidance of doubt, subsections (b) and (c)) plus (c) the aggregate number of Company Common Shares equal to (i) the aggregate number of TopCo Common Shares issued as Convertible Loan PIK Interest Shares divided by (ii) the ratio determined by dividing the Company Shareholder Transaction Consideration by the number of Company Shares set forth in subsection (a) (and excluding, for the avoidance of doubt, subsections (b) and (c)).
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Examples of Diluted Company Shares in a sentence

  • Parent and Merger Sub shall have received a certificate, which shall be in full force and effect, executed by the Chief Executive Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.3(a), and 6.5 have been duly satisfied and specifying the number of Fully Diluted Company Shares (and components thereof).

  • ListCo shall issue the Agreed Total Converted ListCo Shares in exchange for the Aggregate Fully Diluted Company Shares as provided in Section 3.07 pursuant to the Form F-4 filed under the Securities Act.

  • The cash portion of the Option Payment shall be subject to Withholdings and shall be reduced by the product of (i) the number of shares which were issuable upon exercise of the Option immediately prior to the Effective Time and (ii) the aggregate amounts payable by Parent to the Representative pursuant to Section 3.05(b)(i) divided by the number of Fully Diluted Company Shares.

  • Xxxxx Telecopy: 972/916-6156 With a copy to: Weil, Gotshal & Mangxx XXX 100 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Jerexx X.

  • Equity Value $350,000,000 Aggregate Fully Diluted Company Shares 10,000 ordinary shares Split Factor 350,000,000/(10,000*10)=3,500 Authorised Share Capital of the Company Immediately prior to the Share Split, the authorised share capital of the Company is US$50,000 divided into 499,994,900 Class A Ordinary Shares of a par value of US$0.0001 each and 5,100 Class B Ordinary Shares of a par value of US$0.0001 each.

  • Shares outstanding immediately prior to the Effective Time, minus (c) a number of shares equal to (A) the aggregate exercise price of the Company Options described in clause (ii) above divided by (B) the Per Share Merger Consideration; provided, that any Company Option with an exercise price equal to or greater than the Per Share Merger Consideration shall not be counted for purposes of determining the number of Aggregate Fully Diluted Company Shares.

  • For purposes of the calculation of the exchange ratio for Purchaser Common Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 1,500 (the "Fully Diluted Company Share Amount").

  • Each Company Share issued and outstanding immediately prior to the Effective Time shall be converted, subject to Sections 2.1(c) and 2.2, into that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to (i) Merger Consideration divided by (ii) Fully Diluted Company Shares (such ratio shall be referred to herein as the "Exchange Ratio").

  • As of the date hereof, the Fully Diluted Company Shares (as defined in the Merger Agreement) is 10,875,610 and the CA Allocation is 1,208,401.

  • For purposes of the calculation of the exchange ratio for Company Stock under this Section 2.3(c), it is assumed that the number of Fully Diluted Company Shares is 10, which number shall be confirmed or updated at the Closing and reflected in the certificate of the Co-President of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the number specified on such certificate being the "Fully Diluted Company Share Amount").


More Definitions of Diluted Company Shares

Diluted Company Shares means, as of immediately prior to the Arrangement Effective Time, the sum, without duplication, of the aggregate number of all (a) issued and outstanding Company Shares (but excluding Company Shares issued, or underlying any securities that are exercisable for or convertible into Company Shares issued, (i) pursuant to the Bridge Financing, any PIPE Financing, Alternative Financing or any other financing consummated by the Company during the Interim Period or (ii) to Maxim Group LLC pursuant to the Maxim Letter), (b) Company Shares issuable upon exercise of each Company Option that, as of immediately prior to the Arrangement Effective Time, had an exercise price per Company Share that is less than the Company Share Implied Price, (c) Company Shares issuable upon settlement of Company RSUs, (d) Company Shares issuable upon exercise of each Company Warrant (but excluding Company Warrants issued, or underlying any securities that are exercisable for or convertible into Company Shares issued, (i) pursuant to the Bridge Financing, any PIPE Financing, Alternative Financing or any other financing consummated by the Company during the Interim Period or (ii) to Maxim Group LLC pursuant to the Maxim Letter) that, as of immediately prior to the Arrangement Effective Time, had an exercise price per Company Share that is less than the Company Share Implied Price and (e) Company Shares issuable upon conversion of the Company Convertible Debentures in accordance with their terms; provided, however, that notwithstanding anything in the foregoing, the calculation of Diluted Company Shares shall disregard Company Shares underlying any securities that are exercisable for or convertible into Company Shares to the extent such securities, as of the Closing Date, are not vested or, if vested, are not in-the-money, as calculated using the treasury stock method.
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Related to Diluted Company Shares

  • 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).

  • Company Shares has the meaning set forth in the Recitals.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • 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 Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

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

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

  • 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;

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • 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.

  • Company Shareholder means any holder of any Company Shares.

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

  • Target Shares means common shares in the capital of Target, as currently constituted;

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

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

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

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Ordinary Shareholder means a holder of ordinary shares;

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Employee Share Scheme means a scheme established by a company, whether by means of a trust or otherwise, for the purpose of offering 10 participation therein solely to employees and officers of the company or a subsidiary of the company, either—