Company Fully Diluted Shares means the aggregate of number of shares of Company Stock that are issued and outstanding on an as-converted to Company Common Stock basis, in each case as of immediately prior to the Effective Time.
Company Fully Diluted Shares means the total number of issued Company Shares as of the Closing plus the total number of shares of Company Common Stock issuable upon the exercise of all issued and outstanding Company Options as of the Closing.
Company Fully Diluted Shares means a number equal to the sum of (a) the number of Company Shares that are issued and outstanding immediately prior to the Closing; (b) the number of Company Shares issuable upon the exercise of Company Options outstanding and unexercised (whether or not then vested or exercisable) immediately prior to the Closing; and (c) the number of shares of Company Shares issuable upon the exercise of Company Warrants outstanding immediately prior to the Closing.
Examples of Company Fully Diluted Shares in a sentence
The "Exchange Ratio" for Parent Common Stock shall be equal to the quotient obtained by dividing the Merger Consideration by the number of Company Fully Diluted Shares that are outstanding immediately prior to the Effective Time.
The definition of Company Fully Diluted Shares specifically does not include the shares of Local Bounti common stock issuable upon conversion of the convertible notes, but takes into account all other outstanding securities of Local Bounti.
Immediately prior to the Effective Time, the Company shall provide to Zhone a certificate of the Chief Executive Officer of the Company setting forth the number of Company Fully Diluted Shares.
Pursuant to the Merger Agreement, the Per Share Merger Consideration (as defined in the Merger Agreement) payable to Local Bounti’s stockholders is calculated by dividing the Stock Consideration (as defined in the Merger Agreement) by the Company Fully Diluted Shares (as defined in the Merger Agreement).
The Common Preferred Stock Amount equals the product of (x) the Preferred Stock Consideration MINUS the Series B Preferred Stock Amount MINUS the Series A Preferred Stock Amount multiplied by (y) a fraction, the numerator of which is the number of shares of Common Stock outstanding and the denominator of which is the difference between Company Fully Diluted Shares and the number of shares of Common Stock issuable upon the conversion of the Preferred Shares outstanding as of the Effective Time.
More Definitions of Company Fully Diluted Shares
Company Fully Diluted Shares means the total number of Company Shares outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Shares basis, and including, without limitation or duplication, (a) the number of Company Shares issuable upon conversion of all shares of Company Preferred Stock outstanding as of immediately prior to the Effective Time, (b) the number of Company Shares issuable upon exercise of all Company Options and Company Warrants, (c) the number of Company Shares issuable upon conversion into Company Shares of the shares of the common stock of T3 Communications, Inc., a Nevada corporation, held by stockholders other than the Company, and (d) the Restricted Shares.”
Company Fully Diluted Shares means a number equal to the sum of (a) the number of shares of Company Common Stock that are issued and outstanding on an as-converted to Company Common Stock basis, including any shares of Company Restricted Stock (whether or not then vested),
Company Fully Diluted Shares means the sum of (i) the number of shares of Company Stock that are issued and outstanding (other than any Company Securities cancelled pursuant to Section 1.09); (ii) the number of shares of Company Stock issuable upon the exercise of in-the-money Company Options outstanding (whether or not then vested or exercisable); (iii) the number of shares of Company Stock issuable upon the exercise of in-the-money Assumed Warrants outstanding; and (iv) the number of shares of Company Stock issuable upon conversion of the Assumed Convertible Notes, in each case as of immediately prior to the Effective Time.
Company Fully Diluted Shares means the sum, without duplication, of the aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time or issuable upon the exercise of Company Options, Company Restricted Stock Units or other direct or indirect rights to acquire shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable); provided, however, that the calculation of Company Fully-Diluted Shares shall specifically exclude (1) shares of Company Common Stock issuable upon the exercise of Company Out-of-the-Money-Options, (2) shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries, (3) shares of Company Common Stock held by any Dissenting Stockholders as of immediately prior to the Effective Time, and (4) shares of Company Common Stock that could be purchased at the Cash Amount Per Share with the aggregate exercise prices of all Company Options (other than Company Out-of-the-Money-Options).
Company Fully Diluted Shares means the total number of Company Shares outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Shares basis, and including, without limitation or duplication, (a) the number of Company Shares issuable upon conversion of all shares of Company Preferred Stock outstanding as of immediately prior to the Effective Time, (b) the number of Company Shares issuable upon exercise of all Company Options and Company Warrants, (c) the number of Company Shares issuable upon conversion of the Rollover Notes, (d) the number of Company Shares issuable upon conversion into Company Shares of the shares of the common stock of T3 Communications, Inc., a Nevada corporation, held by stockholders other than the Company, and (e) the Restricted Shares.
Company Fully Diluted Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time expressed assuming, without limitation or duplication, (a) the exercise of each Company Option outstanding and unexercised immediately prior to the Effective Time that has an exercise price less than or equal to the then current trading price for shares of Company Common Stock (i.e., “in-the-money” options), (b) the settlement in shares of Company Common Stock of each Company RSU and Company RSA outstanding as of the Effective Time, and (c) the conversion, immediately prior to the Effective Time, of each issued and outstanding share of Company Preferred Stock into the shares of Company Common Stock that such shares of Company Preferred Stock are convertible into in accordance with the applicable Company Charter Documents.
Company Fully Diluted Shares means the total number of shares of Company Shares outstanding immediately prior to the Effective Time expressed on a fully diluted and as-converted basis, including any shares of Restricted Stock that are outstanding immediately prior to the Effective Time and including the number of Company Shares issuable under any option, warrant or other right (determined by the treasury method).