Aggregate Fully Diluted Company Shares means the sum, without duplication, of the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of Company Options or Company RSUs (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any Company Convertible Note outstanding at the Effective Time.
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.
Equity Value $350,000,000 Aggregate Fully Diluted Company Shares 10,000 ordinary shares Split Factor 350,000,000/(10,000*10)=3,500 Authorised Share Capital of the Company Immediately prior to the Share Split, the authorised share capital of the Company is US$50,000 divided into 499,994,900 Class A Ordinary Shares of a par value of US$0.0001 each and 5,100 Class B Ordinary Shares of a par value of US$0.0001 each.
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.
More Definitions of Aggregate Fully Diluted Company Shares
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, (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, 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, 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 the consummation of any PIPE Investment, if any.
Aggregate Fully Diluted Company Shares means, without duplication, (a) the aggregate number of shares of Company Shares that are (i) issued and outstanding immediately prior to the Norway Effective Time, (ii) issuable upon, or subject to, the settlement of Company Options, Company Warrants and EDGE Warrants then outstanding (whether or not then vested or exercisable and assuming that one Company Share is issued with respect to each one Company Option, Company Warrant and EDGE Warrant), minus (b) any treasury shares of the Company outstanding immediately prior to the Norway Effective Time, minus (c) any Company Shares held by Pubco immediately prior to the Norway Effective Time (including, for the avoidance of doubt, the Company Preferred Shares and the Company Preferred Linked Warrants).
Aggregate Fully Diluted Company Shares means, without duplication, (a) the aggregate number of Company Ordinary Shares that are (i) (x) issued and outstanding and (y) held in the Company’s treasury immediately prior to the Acquisition Merger Effective Time, (ii) issuable directly or indirectly upon, or subject to, the conversion, exercise or settlement of any Company Equity Interests issued and outstanding immediately prior to the Acquisition Merger Effective Time, including Company Preferred Shares, Company Options, Company Restricted Shares and the Company Warrant, in each case, that are issued and outstanding immediately prior to the Acquisition Merger Effective Time, or (iii) issuable pursuant to any Permitted Equity Financing.