Fully-Diluted Common Stock definition

Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Corporation 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 Common Stock means, at any time, the then outstanding shares of Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then-outstanding Common Stock Equivalents (including, for purposes of such calculation, "phantom" shares of equivalent value to any stock appreciation or equivalent equity-based payment right).

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.

Examples of Fully-Diluted Common Stock in a sentence

• The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by 5% of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase.

• Upon exercise of any Warrant pursuant to the terms hereof, the Company will use commercially reasonable efforts to answer a limited number of reasonable questions and provide a limited amount of reasonable documentation regarding any non-confidential information supporting its calculation of Fully Diluted Common Stock and the related shares of Common Stock issuable for the Denomination of such Warrant being exercised.

• The Warrants will be issued pro rata to Investors, if any, and will entitle such Investors to acquire Common Stock equal, in the aggregate, to 11.25% of the Fully Diluted Common Stock of the Company as of the date hereof.

• The term "Outstanding Stock Percentage" shall mean a fraction, the numerator of which shall equal the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all Common Conversion Shares), and the denominator of which shall equal the Fully Diluted Common Stock Number.

• The "PER SHARE CASH MERGER CONSIDERATION" means an amount in cash, without interest, equal to the quotient of (A) $400,000,000 less (x) all Debt outstanding as of the Closing (including, without limitation, all Senior Debt), plus (y) the aggregate exercise price of all outstanding Company Options and Company Warrants plus (z) all Cash held by the Company as of the Closing divided by (B) the Fully Diluted Common Stock Number.

More Definitions of Fully-Diluted Common Stock

Fully-Diluted Common Stock means all of the Stock, assuming conversion, exercise or exchange of all outstanding convertible, exercisable or exchangeable securities, options, warrants and similar securities or instruments into or for Stock (regardless of whether such convertible, exercisable or exchangeable securities, options, warrants or similar securities or instruments are then convertible, exercisable or exchangeable).

Fully-Diluted Common Stock means, as of any date, the aggregate number of (i) shares of Common Stock issued and outstanding and (ii) securities convertible into or exercisable for shares of Common Stock (whether vested or unvested).

Fully-Diluted Common Stock means all of the issued and outstanding Common Stock, assuming the conversion, exercise or exchange of all outstanding Common Stock Equivalents.

Fully-Diluted Common Stock means the number of shares of Common Stock, determined as of the applicable time of measurement, equal to the sum of (i) the total number of shares of Common Stock issued and outstanding and (ii) the total number of shares of Common Stock subject to securities that are convertible into or exercisable for shares of Common Stock (whether vested or unvested).

Fully-Diluted Common Stock means the total number of shares of Common Stock outstanding after taking into account the following: (i) all shares of Common Stock outstanding (exclusive of the Shares); (ii) all Shares and Warrant Shares (assuming full exercise of the Warrants and issuance of all Warrant Shares); (iii) all shares of Common Stock issuable upon conversion, exchange or other exercise of the Company's Equity Securities outstanding; and (iv) adjustments needed to account or adjust for stock splits, stock dividends, recapitalizations, recombinations and similar events.

Fully-Diluted Common Stock means, as at the date of the first Liquidity Event, the sum of the (a) the outstanding shares of Common Stock of the Issuer, and (b) all Common Stock Equivalents; provided, that the term “Fully Diluted Common Stock” shall not mean or include (i) any shares of Common Stock or Common Stock Equivalents issued in connection with a Public Offering, (ii) any Common Stock issuable under stock options approved under the Parent’s incentive stock option plan, or (iii) any Common Stock or Common Stock Equivalents issued in connection with any acquisition by any Borrower of the assets, securities or business of any other Person that is approved by the Lender.

Fully-Diluted Common Stock means as of the date of measurement, the sum of (a) all outstanding shares of the Company’s common stock; (b) all outstanding shares of the Company’s preferred stock (if any) on an as-converted to common stock basis; and (c) all shares of common stock issuable pursuant to exercise or conversion of all outstanding options, warrants or convertible securities, including all shares of common stock reserved for grant pursuant to any stock option plans.