Fully Diluted Company Share Amount means the total number of issued and outstanding Company Ordinary Shares plus the total number of Company Ordinary Shares underlying any Company Options, Company warrants or other equity awards of the Company, in each case determined as of immediately following the Conversion but immediately prior to the consummation of the Stock Split. Fully-Diluted Company Share Amount does not include any Company Ordinary Shares issuable (i) as Merger Consideration or (ii) in the PIPE Investment.
Fully Diluted Company Share Amount means the sum of (A) the Outstanding Company Share Amount, (B) the number of shares of Company Common Stock issuable pursuant to all unvested company stock options outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than unvested company stock options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount means the sum (without duplication) of the following:
Examples of Fully Diluted Company Share Amount in a sentence
Any determination by the Company to satisfy this condition by setting the Acquiror Common Stock Value at the Floor Price shall require the written consent of Selling Shareholders holding not less than 80% of the Fully Diluted Company Share Amount, and such consent shall be thereafter binding on all Selling Shareholders.
Applicable Fraction" shall mean the fraction: (A) having a numerator equal to the Merger Shares, and (B) having a denominator equal to the Fully Diluted Company Share Amount.
For purposes of the calculation of the exchange ratio for Company Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 12,349,039, which number shall be confirmed or updated at the Closing and reflected in the certificate of the Chief Executive Officer of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the "Fully Diluted Company Share Amount").
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").
Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.
More Definitions of Fully Diluted Company Share Amount
Fully Diluted Company Share Amount means the sum of (A) the number of shares of Company Common Stock (including, for the avoidance of doubt, Company Restricted Shares and Dissenting Shares) outstanding immediately prior to the Effective Time, (B) the number of shares of Company Common Stock issuable pursuant to all Company Stock Options (whether Vested Company Stock Options or Unvested Company Stock Options) outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount means the number of shares of Company Common Stock calculated as of the close of business on the day immediately preceding the Effective Time pursuant to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by GAAP (as defined herein), which as of the close of business on January 26, 2001 and based on outstanding shares and options as of January 25, 2001, would have resulted in an Exchange Ratio of 0.6163. For purposes hereof, the "Aggregate Parent Share Amount" means the following:
Fully Diluted Company Share Amount means the aggregate number of issued and outstanding shares of common stock of the Company at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Warrants at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Stock Options at the Effective Time.
Fully Diluted Company Share Amount shall be the sum of, without duplication, (a) the aggregate number of Company Common Shares outstanding immediately prior to the Closing (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted share purchase agreement or other agreement), (b) the aggregate number of Company Common Shares issuable pursuant to all Company Options outstanding immediately prior to the Closing, and (c) the aggregate number of Company Common Shares issuable pursuant to warrants, options (other than Company Options), convertible securities and any other rights to acquire Company Common Shares outstanding immediately prior to the Closing.
Fully Diluted Company Share Amount means the fully diluted shares of Company Stock, as of the Effective Time, calculated on an as converted to common basis, including without limitation, the following securities of the Company: (i) all outstanding Company Stock, (ii) all Company Stock issued or issuable upon the conversion of outstanding shares of preferred stock, and (iii) to the extent not otherwise cancelled pursuant to Section 3.3(a) or 3.3(b), all Company Stock issued or issuable upon the exercise, conversion or exchange of all outstanding Company Options, Company Rights (other than the Company Rights set forth on Schedule 3.3(b), unless exercised prior to the Effective Time), rights or other convertible or exchangeable securities.
Fully Diluted Company Share Amount means, as of immediately following the Reclassification and immediately prior to the consummation of the Stock Split, the total number of issued and outstanding Company Ordinary Shares, plus the total number of Company Ordinary Shares underlying any outstanding Vested Company Options, plus the total number of Company Ordinary Shares underlying any outstanding Company Preferred Warrants (after giving effect to the Conversion). Fully-Diluted Company Share Amount does not include any Company Ordinary Shares issuable in the PIPE Investment or any Company Ordinary Shares underlying any outstanding Unvested Company Options.
Fully Diluted Company Share Amount means the aggregate number of fully-diluted shares of capital stock of the Company as of the Effective Time, as listed on Schedule 1.6(b)(iii)(B) to be attached hereto on or before the Effective Time, which shall equal the sum of (1) all shares of Company Common Stock and Preferred Stock on a fully diluted and as-converted basis and all other capital stock of the Company outstanding as of the Effective Time (each, a "Company Share" and collectively, the "Company Shares"), (2) all Company Options (as defined in Section 1.8 of this Agreement) and Company Warrants outstanding as of the Effective Time less the Assumed Options and Assumed Warrants and (3) any other rights, calls, commitments or other agreements to which the Company is a party or by which it is bound as of the Effective Time that calls for the issuance of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company (each, a "Convertible Security" and collectively, the "Convertible Securities");