Diluted Common Stock definition

Diluted Common Stock means the number of shares of Common Stock outstanding, (a) not including any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (b) including all shares of Common Stock then issuable upon conversion, exercise or exchange of the then outstanding Common Stock Equivalents or other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock, all of which were issued after the Closing Date.

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Diluted Common Stock means the sum of (i) the number of shares of Common Stock outstanding at the time the determination is made plus (ii) the number of shares of Common Stock issuable upon the exercise or conversion of all then outstanding rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock whether at the time of issue or upon the passage of time or the occurrence of some future event.

Diluted Common Stock means (i) the Common Stock issued and outstanding (including the New Common Shares) and (ii) the Underlying Shares issuable upon conversion of the New Class B Shares.

Examples of Diluted Common Stock in a sentence

The related Mortgage Loan has been assumed by ▇▇▇▇▇▇▇ Partners, LLC pursuant to that certain Assumption Agreement, dated in September 2004.
Following receipt of an Excluded Securities Notice, ▇▇▇▇▇ ----------------- shall have the option to purchase such number of Excluded Securities as are necessary for ▇▇▇▇▇ to maintain its percentage ownership of the Company's Fully Diluted Common Stock at the same level as immediately prior to such issuance, at the price and on the other terms and conditions upon which such Excluded Securities are being issued, sold or granted (the "Excluded Securities Option").
For the purpose hereof, "Fully Diluted Common Stock" shall mean the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.
The Warrants will be issued pro rata to Investors, if any, and will entitle such Investors to acquire Common Stock equal, in the aggregate, to 11.25% of the Fully Diluted Common Stock of the Company as of the date hereof.
Such notice shall describe the proposed issuance, and contain an offer to sell to the Purchaser, at the same price and for the same consideration to be paid by the proposed purchasers (but net of any underwriting or similar fees, discounts or commissions), up to the Purchaser's pro rata portion (which shall be a percentage equal to the percentage of the Fully Diluted Common Stock held by the Purchaser and its Affiliates) of the Securities to be sold.
Upon exercise of any Warrant pursuant to the terms hereof, the Company will use commercially reasonable efforts to answer a limited number of reasonable questions and provide a limited amount of reasonable documentation regarding any non-confidential information supporting its calculation of Fully Diluted Common Stock and the related shares of Common Stock issuable for the Denomination of such Warrant being exercised.
The Warrant Shares shall represent approximately 8.08% of the Fully Diluted Common Stock as of the Closing Date.
On November 21, 2002, the Issuer agreed to issue warrants pursuant to the Loan Agreement (as defined below) in four tranches, which, including this Warrant, are exercisable to purchase an aggregate of Five Million One Hundred Thirty Two Thousand Two Hundred Fifty (5,132,250) shares of Common Stock, constituting 15% of the Diluted Common Stock of the Issuer.
For the purposes of this Agreement, "Outstanding Diluted Common Stock" shall mean the outstanding shares of Common Stock and any shares of Common Stock issuable upon conversion, exercise or exchange of any outstanding securities, notes or other instruments (including options and warrants).
Each Purchaser's pro rata share, for purposes of this right, is the ratio of the number of shares of Fully Diluted Common Stock owned by such holder immediately prior to the issuance of New Securities to the total number of shares of Fully Diluted Common Stock outstanding immediately prior to the issuance of New Securities.

More Definitions of Diluted Common Stock

Diluted Common Stock as of any date means the aggregate number of Fully Diluted Outstanding shares of Common Stock excluding: (i) any shares of Common Stock issued or issuable after the date hereof in a merger or acquisition or in a public offering for cash at not less than the then fair market value as determined in good faith by the Company's Board of Directors; (ii) any shares of Common Stock issued or issuable after the date hereof in respect of "out of the money" employee and director stock options outstanding on the date hereof; (iii) any shares of Common Stock issued or issuable after the date hereof in respect of trust originated preferred securities issued by FINOVA Finance Trust and outstanding on the date hereof; (iv) any shares of Common Stock or Convertible Securities issued after the date hereof in satisfaction of the payment of any "Upside Distribution" or "Downside Distribution" pursuant to the terms of the Purchase Agreement or the Convertible Preferred Stock; and (v) any other shares of Common Stock or Convertible Securities issued or issuable after the date hereof that may otherwise be agreed to by the Majority Holders and Company.

Diluted Common Stock means, at any time, the then outstanding shares of Common Stock (except for any shares held by Management Holders or shares issued upon the exercise of Common Stock Equivalents held by Management Holders) plus (without duplication) all shares of Common Stock issuable upon the exercise of all then-outstanding Warrants.