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: 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
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Fully-Diluted Common Stock. The term "Fully-Diluted Common Stock" -------------------------- shall mean all of the outstanding Common Stock of the Company, assuming conversion, exercise or exchange in accordance with their respective terms of all outstanding convertible, exercisable or exchangeable securities, options, warrants and similar instruments into or for Common Stock (regardless of whether such convertible securities are then convertible, exercisable or exchangeable). As provided in Section 8.7, all such calculations shall be appropriately adjusted for stock splits, stock dividends and other similar events as described therein.
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 %
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

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.

  • 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.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • OVERALL LIMIT ON COMMON STOCK ISSUABLE Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

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