Fully-Diluted Common Stock Sample Clauses

Fully-Diluted Common Stock. Based on (i) the Subject Shares purchased by the Company under the Share Purchase Agreement represents 82.3% of the 33,000,000 Existing Everest Shares (as defined in the Share Purchase Agreement), and (ii) the acquisitions of Genesis, EDI and Globisens are consummated, immediately following a Liquidity Event (but excluding shares of Company Common Stock or warrants issued in connection with the Company IPO or other Liquidity Event), the outstanding Fully-Diluted Common Stock of the Company would be as follows: Stockholder Group Fully-Diluted Company Common Stock No. of Shares % Vert Capital Corp. 16,000,000 28.584 % Other Investors 9,600,000 17.150 % Stock Purchase Warrants 5,150,000 9.200 % Logical Choice Technologies Former Stockholders 2,500,000 4.466 % Logical Choice Corporation Employee Stock Option Pool 5,300,000 9.468 % Everest Display, Inc. Majority Stockholders Option Shares 9,986,500 17.841 %(*) Everest Display, Inc. Stock Option Pool 2,554,550 4.564 % Everest Display, Inc. Transaction Bonus Shares 798,920 1.427 % Globisens Stockholders 1,847,000 3.300 % Genesis Collaboration, LLC Former Members 2,239,000 4.000 % Fully-Diluted Common Stock 55,975,970 100.000 % Everest Display Inc. Majority Stockholders Additional Adjustment Shares (see Section 2.1(i) below) 1,653,000 Total Fully-Diluted Common Stock, as Adjusted 57,628,970 (*) Upon the occurrence of a Liquidity Event, the shares of Fully-Diluted Common Stock issued to the Everest Display Inc. Majority Stockholders shall have a minimum “Market Value” (as defined in the Share Purchase Agreement) of not less than $16,460,000, represent not less than 20.575% of the Fully-Diluted Common Stock of the Company and be the Company Class A Common Stock. In the event that the Subject Shares and any additional Everest common shares purchased by the Company under the Share Purchase Agreement are in excess of 82.3% of the Existing Everest Shares, then the number of shares of Fully-Diluted Company Common Stock issued to the Option Holders and other Everest Display shareholders shall be increased to a maximum of 25% of the Fully-Diluted Company Common Stock.
Sample 1Sample 2
AutoNDA by SimpleDocs
Fully-Diluted Common Stock. The term “Fully-Diluted Common Stock” means all of the issued and outstanding Common Stock, assuming conversion, exercise or exchange of all outstanding convertible, exercisable or exchangeable securities, options, warrants and similar instruments that are ‘In the money” (regardless of whether or not they are then convertible, exercisable or exchangeable) into or for Common Stock.
Sample 1
Fully-Diluted Common Stock. Based on (i) the Subject Shares purchased by the Company under the Share Purchase Agreement represents 82.28% of the 33,000,000 Existing Everest Shares (as defined in the Share Purchase Agreement), and (ii) the acquisitions of Genesis, EDI and Globisens are consummated, immediately following a Liquidity Event (but excluding shares of Company Common Stock or warrants issued in connection with the Company IPO or other Liquidity Event), it is anticipated that the outstanding Fully-Diluted Common Stock of the Company would be as follows: Stockholder Group Fully-Diluted Company Common Stock No. of Shares % Initial Shareholders 4,439,781 45.865 % Warrants to purchase Boxlight Common Stock 794,140 8.204 % Logical Choice Technologies Former Stockholders 385,505 3.982 % Boxlight Employee Stock Option Pool 705,813 7.291 % Everest Display, Inc. Majority Stockholders Option Shares 1,991,627 20.575 %(*) Everest Display, Inc. Stock Option Pool 483,965 5.000 % Everest Display, Inc. Transaction Bonus Shares 159,330 1.646 % Globisens Stockholders 332,691 3.437 % Genesis Collaboration, LLC Former Members 387,170 4.000 % Fully-Diluted Common Stock 9,680,022 100.000 %
Sample 1
Fully-Diluted Common Stock. Based on the acquisitions of Genesis, EDI and Globisens, immediately following a Liquidity Event (but excluding shares of Company Common Stock or warrants issued in connection with the Company IPO or other Liquidity Event), the outstanding Fully-Diluted Common Stock of the Company would be as follows: Vert Capital Corp 16,000,000 26.9029 % Other Investors Associated with Vert Capital Corp. 9,600,000 16.1417 % Stock Warrants 5,150,000 8.6594 % Logical Choice Technologies, Inc. Former Stockholders 2,500,000 4.2036 % Logical Choice Corporation Employee Stock Option Pool 5,300,000 8.9116 % Genesis Collaboration, LLC Former Members 2,379,000 4.0001 % Globisens 1,961,000 3.2973 % Everest Display, Inc. Stock Option Pool 2,705,250 4.5487 % Everest Display, Inc. Majority Stockholders 12,850,000 21.6064 % Everest Display, Inc. Transaction Bonus Shares 1,028,000 1.7285 % TOTAL 59,473,250 100.00 %
Sample 1

Related to Fully-Diluted Common Stock

  • Common Stock 1 Company........................................................................1

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Common Stock Equivalents In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents for Common Stock exchangeable for Rights, at the initial rate of one share of Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Common Stock pursuant to the Company's Certificate of Incorporation, so that the share of Common Stock Equivalent delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class B Common Stock 2 Closing........................................................................5

Time is Money Join Law Insider Premium to draft better contracts faster.