Fully Diluted Amount definition

Fully Diluted Amount means the sum of the number of issued and outstanding Company Membership Units, as of immediately prior to the Effective Time. “GAAP” means United States generally accepted accounting principles in effect from time to time.
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Fully Diluted Amount means the number of shares of Target Capital Stock outstanding as of immediately prior to the Effective Time on an as-converted to Target Common Stock basis plus the number of shares of Target Capital Stock underlying the Eligible Vested Target Options and Eligible Target Warrants.
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Fully Diluted Amount means, as of any date of determination and with respect to any Milestone Payment or Revenue Payment, as applicable, without duplication, a number of shares of Company Common Stock equal to (i) the number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time (excluding shares of Company Common Stock canceled pursuant to Section 2.8(b) and other than Dissenting Shares), plus (ii) the number of shares of Company Common Stock issuable upon the conversion of all of the shares of Company Preferred Stock issued and outstanding as of immediately prior to the Effective Time (excluding shares of Company Preferred Stock canceled pursuant to Section 2.9(b) and other than Dissenting Shares) pursuant to the Company Organizational Documents and the Company Funding Documents, plus (iii) the number of shares of Company Common Stock underlying Company Preferred Stock underlying Participating Company Preferred Stock Warrants as of such date of determination, plus (iv) the number of shares of Company Common Stock that are underlying Participating Company Options as of such date of determination.
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Examples of Fully Diluted Amount in a sentence

  • On June 30, 2009, each Included Holder’s Warrants shall be adjusted (or, in the case of the Bridge Lenders, shall be issued)(in each case, the “June 30, 2009 Warrant True-Up”) such that the number of such Included Holder’s Debenture Conversion Shares plus the number of Total Warrants held by such Included Holder immediately following such adjustment shall equal the Included Holder’s June 30 Pro-Rata Portion multiplied by 80% of the June 30 Fully Diluted Amount.

  • Such sum is herein called the "Fully Diluted Amount." (ii) The aggregate number of shares of Common Stock acquirable on exercise of all Common Stock Rights shall be added to the aggregate number of Common Shares.

  • Capitalization of the Company as of the date hereof (pro forma for : % of total outstanding shares Fully Diluted Amount of Shares Existing shareholders 67.5% 9,375,000 Investors (including bridge investors) 32.5% 4,513,873 Total 100.0% 13,888,873 The Company has reserved 2,591,871 shares of Company Stock for issuance upon exercise of warrants issued pursuant to the Company Funding.


More Definitions of Fully Diluted Amount

Fully Diluted Amount means (i) the aggregate number of shares of Common Stock that have been issued to the Holder upon the conversion of Holder’s Preferred Stock, plus (ii) the aggregate number of shares of Common Stock that would be issuable to the Holder upon the full Conversion of all of Holder’s outstanding Preferred Stock, together with any accrued and unpaid Dividends, or other Required Cash Payments and the full exercise of Holders Warrants (in each case, without regard to any limitations on conversion herein or elsewhere, including but not limited to the Issuable Maximum, the Beneficial Ownership Limitation, and without regard to whether or not a sufficient number of shares are authorized and reserved to effect any such exercise and issuance).
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Fully Diluted Amount means the sum of the number of issued and outstanding Company Membership Units, as of immediately prior to the Effective Time.
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Fully Diluted Amount means (i) the aggregate number of shares of Company Common Stock subject to the Company Stock Options as of immediately prior to the Effective Time (which number, for the avoidance of doubt, shall include the aggregate number of shares of Company Common Stock subject to the UK Options prior to the exercise thereof pursuant to Section 3.1(f)), plus (ii) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, but prior to giving effect to the conversion of the Company Preferred Stock into Company Common Stock pursuant to Section 3.1(c) (which number, for the avoidance of doubt, shall exclude the aggregate number of shares of Company Common Stock subject to the UK Options prior to the exercise thereof pursuant to Section 3.1(f)), plus (iii) the number of shares of Company Common Stock issuable upon the conversion of the Company Preferred Stock pursuant to Section 3.1(c).
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Fully Diluted Amount means the quotient obtained by dividing (a) the Total Dollar Value by (b) the Fully Diluted Number.
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Fully Diluted Amount means the sum of (a) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time assuming (i) the conversion of all shares of Series A Preferred into Common Stock immediately prior to the Effective Time, and (ii) the conversion immediately prior to the Effective Time of all Series B Preferred into shares of Series A Preferred and the subsequent conversion of such shares of Series A Preferred into Common Stock immediately prior to the Effective Time, plus (b) the aggregate number of shares of Common Stock that would be outstanding assuming the exercise immediately prior to the Effective Time of all Options into shares of Series A Preferred and the subsequent conversion of such shares of Series A Preferred into Common Stock immediately prior to the Effective Time, plus (c) the aggregate number of shares of Common Stock that would be outstanding assuming the exercise immediately prior to the Effective Time of all Common Stock Warrants, plus (d) the aggregate number of shares of Common Stock that would be outstanding assuming the exercise immediately prior to the Effective Time of all Preferred Warrants into shares of Series A Preferred and the subsequent conversion of such shares of Series A Preferred into Common Stock immediately prior to the Effective Time. No Company Equity Securities held by any Company Entity shall be taken into account in determining the Fully Diluted Amount.
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Related to Fully Diluted Amount

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Fully Diluted means all outstanding shares of Common Stock and all shares issuable in respect of securities convertible into or exchangeable or exercisable for such Common Stock, stock appreciation rights or options, warrants and other irrevocable rights to purchase or subscribe for such Common Stock or securities convertible into or exchangeable or exercisable for such Common Stock; provided that no Person shall be deemed to own such number of Fully Diluted shares of any Common Stock as such Person has the right to acquire from any Person other than the Company.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Common Stock Outstanding means, at any given time, the number of shares of Common Stock issued and outstanding at such time.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.