Aggregate Fully Diluted Company Shares means, without duplication, the aggregate number of Company Ordinary Shares (A) that are issued and outstanding immediately prior to the Effective Time, (B) into which all Company Series A Ordinary Shares that are issued and outstanding immediately prior to the Effective Time would convert, (C) into which all the Company Redeemable Convertible Preference Shares (if any) that are issued and outstanding immediately prior to the Effective Time would convert (no matter whether such Company Redeemable Convertible Preference Shares will be exercised).
Aggregate Fully Diluted Company Shares means, without duplication, the aggregate number of Company Securities that are (a) issued and outstanding immediately prior to the Effective Time and (b) issuable upon, or subject to, the settlement of any Company Securities (whether or not then vested or exercisable) and any equity or equity-linked securities of the Company, in each case, that are outstanding immediately prior to the Effective Time.
Aggregate Fully Diluted Company Shares means, without duplication, (a)(i) the aggregate number of Pre-Split Shares that are issued and outstanding immediately prior to the Share Split, and (ii) the aggregate number of Pre-Split Shares that are issuable upon the exercise, exchange or conversion of all Company Options (calculated using the treasury stock method of accounting), equity awards, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for Pre- Split Shares, which such Company Options, equity awards, warrants, rights or other securities (x) are issued and outstanding, or (y) have been offered to employees or service providers under any Company Benefit Plan (including 232 Pre-Split Shares in respect of the bonus re-investment issuance), in each case, immediately prior to the Share Split, minus (b) the aggregate number of hypothetical Pre-Split Shares equal to the Section 4.11(iii) Overage (with each such hypothetical Pre-Split Share valued at the Equity Value divided by the Aggregate Fully Diluted Company Shares (but for purposes of this clause (b) only, disregarding this clause (b) in the calculation of “Aggregate Fully Diluted Company Shares”)), it being understood that this clause (b) shall be zero (0) unless and until Sponsor shall have exercised its right under Section 4.11(iii) of the Sponsor Support Agreement. 3
Examples of Aggregate Fully Diluted Company Shares in a sentence
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.
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.
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More Definitions of Aggregate Fully Diluted Company Shares
Aggregate Fully Diluted Company Shares means, without duplication, (a)(i) the aggregate number of Pre-Split Shares that are issued and outstanding immediately prior to the Share Split, and (ii) the aggregate number of Pre-Split Shares that are issuable upon the exercise, exchange or conversion of all Company Options (calculated using the treasury stock method of accounting), equity awards, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for Pre-Split Shares, which such Company Options, equity awards, warrants, rights or other securities (x) are issued and outstanding, or (y) have been offered to employees or service providers under any Company Benefit Plan (including 232 Pre-Split Shares in respect of the bonus re-investment issuance), in each case, immediately prior to the Share Split, minus (b) the aggregate number of hypothetical Pre-Split Shares equal to the Section 4.11(iii) Overage (with each such hypothetical Pre-Split Share valued at the Equity Value divided by the Aggregate Fully Diluted Company Shares (but for purposes of this clause (b) only, disregarding this clause (b) in the calculation of “Aggregate Fully Diluted Company Shares”)), it being understood that this clause (b) shall be zero (0) unless and until Sponsor shall have exercised its right under Section 4.11(iii) of the Sponsor Support Agreement.
Aggregate Fully Diluted Company Shares means, without duplication, (i) the aggregate number of Company Ordinary Shares (A) that are issued and outstanding immediately prior to the Effective Time, (B) into which all Company Series A Preferred Shares that are issued and outstanding immediately prior to the Effective Time would convert, (C) into which all Company Warrants (if any) that are issued and outstanding immediately prior to the Effective Time would exercise, and (ii) the aggregate number of Company Ordinary Shares that are reserved for issuance under the Company Incentive Plan (whether or not issuable in respect of a specific equity or equity-linked award).
Aggregate Fully Diluted Company Shares means, without duplication, the aggregate number of Company Ordinary Shares (A) that are issued and outstanding immediately prior to the Effective Time, (B) into which all Company Preferred Shares that are issued and outstanding immediately prior to the Effective Time would convert, (C) into which all Company Warrants (if any) that are issued and outstanding immediately prior to the Effective Time would exercise (no matter whether such Company Warrants will be exercised).
Aggregate Fully Diluted Company Shares means the aggregate number of Company Shares that are (a) issued and outstanding immediately prior to the Share Acquisition Closing or (b) issuable upon, or subject to, the exercise or settlement of the Company Convertible Securities that are outstanding immediately prior to the Share Acquisition Closing (it being understood that, for purposes of this clause (b), the number of Company Shares underlying such Company Convertible Securities shall be determined as of immediately prior to the Share Acquisition Closing, assuming the conversion of all such Company Convertible Securities to Company Shares immediately prior to the Share Acquisition Closing in accordance with the terms of the Contract(s) governing such Company Convertible Securities).
Aggregate Fully Diluted Company Shares means, without duplication, (a) the aggregate number of Pre-Split Shares that are issued and outstanding as of immediately prior to the Share Split (excluding any Pre-Split Share held in the Company’s treasury), and (b) the aggregate number of Pre-Split Shares that are issuable upon the exercise, exchange or conversion of all options (calculated using the treasury stock method of accounting), equity awards, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for Pre-Split Shares, which such options, equity awards, warrants, rights or other securities are (x) issued and outstanding or (y) have been offered to employees or service providers under any Company Benefit Plan, in each case, immediately prior to the Share Split (whether or not then vested or exercisable, convertible or exchangeable).
Aggregate Fully Diluted Company Shares means, without duplication, the aggregate number of Company Shares that are (i) issued and outstanding or (ii) issuable upon, or subject to, (x) the exercise or settlement of any Option or (y) the consummation of any PIPE Investment, if any.
Aggregate Fully Diluted Company Shares means the sum of all outstanding Common Shares immediately prior to the Effective Time plus all of the Common Shares issuable upon the exercise in full of all Company Options outstanding immediately prior to the Effective Time.