Fully Diluted Capital definition

Fully Diluted Capital means the share capital of the Company computed on an As converted Basis, and on a basis deeming all Options and any other subsisting options granted by the Company to subscribe for any shares (of whatever class) or other instrument convertible into shares, to have been exercised (and, if appropriate, subsequently converted) in full;

Fully Diluted Capital of the Company shall mean the sum of (i) the outstanding shares of common stock of the Company; (ii) the shares of common stock of the Company directly or indirectly issuable upon conversion or exchange of all outstanding securities directly or indirectly convertible into or exchangeable for common stock of the Company and the exercise of all outstanding options and warrants; (iii) the shares of common stock of the Company reserved, but neither issued nor the subject of outstanding awards, under any equity incentive or similar plan of the Company; and (iv) any outstanding convertible promissory notes and any related warrants and the securities directly or indirectly issuable upon conversion or exchange of such other outstanding convertible promissory notes and the exercise of any such related warrants. Notwithstanding the foregoing,

Fully Diluted Capital means all shares of the Company’s stock assuming (a) the exercise of all outstanding warrants and options to acquire stock of the Company including both vested and unvested warrants and options, (b) the grant and exercise of all shares remaining available for future grant under any and all stock option and similar incentive plans established by the Company, and (c) the conversion to Common Stock of all stock and other securities issued by the Company that are convertible to Common Stock, including any securities which may be issued or issuable pursuant to the securities described in clauses (a) and (b) of this sentence, but which shall not include shares issuable upon the conversion of the Notes.

Examples of Fully Diluted Capital in a sentence

• As soon as reasonably practicable after the Effective Date, the board of directors of Reorganized Holdings will establish and implement a new management incentive plan under which New Common Shares in an amount not to exceed 8% of the Post-Effective Date Fully Diluted Capital Stock of Reorganized Holdings will be reserved for management of Reorganized Holdings.

• The adjustment provisions set forth in this subsection shall not apply to the Series D Preferred Stock or the Series E Preferred Stock to the extent that an adjustment in the number and kind of securities issuable upon conversion of the Series D Preferred Stock or the Series E Preferred Stock is effected through a change in the Fully Diluted Capital Stock pursuant to subsection 3.b above.

• The number of Shares available for grant and issuance under the Plan shall be increased on January 1, of each of 2013 through 2020, by the lesser of (i) four percent (4%) of the Fully Diluted Capital on each December 31 immediately prior to the date of increase, or (ii) such number of Shares determined by the Board.

• Fujifilm will not be a shareholder of Xerox as of the record date for the Special Dividend and therefore will not receive any payment in respect thereof.As noted above, immediately following the Closing, Fujifilm is expected to own approximately 50.1 percent of the Fully Diluted Capital Stock of New Fuji Xerox and Xerox shareholders are expected to own approximately 49.9 percent.

• Subject to the next succeeding sentence, this Agreement shall terminate upon the earlier to occur of (i) seven years from the date of this Agreement and (ii) the date upon which the Subscriber Parties hold less than 20% of the Fully Diluted Capital Stock of the Company.

More Definitions of Fully Diluted Capital

Fully Diluted Capital has the meaning given in Section 7(a) hereof.

Fully Diluted Capital means the total number of issued and outstanding shares of the Company’s Common Stock, calculated to include conversion of all issued and outstanding securities then convertible into shares of Common Stock, but excluding options and warrants to purchase shares of Common Stock and shares reserved for issuance under the Company’s then outstanding stock incentive plans.

Fully Diluted Capital means the number of shares of a company which would be in issue following the exercise in full of all rights (including conditional and contingent rights) to acquire, subscribe for, convert into or exchange any security for shares in that company.

Fully Diluted Capital means, on any given date:

Fully Diluted Capital means the Share Capital on a fully diluted basis (i.e., assuming that all outstanding compulsorily convertible debentures and any options, warrants or instruments then outstanding convertible into or exercisable or exchangeable for equity shares of the Company, have been so converted, exercised or exchanged);

Fully Diluted Capital means, without duplication, the aggregate number of shares of Common Stock outstanding immediately after the consummation of the Series B Financing, including, without limitation, all shares of Common Stock issued or issuable upon the conversion of all outstanding shares of the Company’s preferred stock, all shares of Common Stock issued or issuable upon exercise, conversion or exchange in full of all unvested and vested stock options granted under the Plan, all shares of Common Stock reserved for issuance under the Plan and not otherwise subject to options granted under the Plan and any warrants to acquire shares of capital stock of the Company.

Fully Diluted Capital means the issued and outstanding shares of Common Stock on a fully diluted basis (after giving effect to conversion, exchange, exercise or otherwise of preferred stock, convertible debentures, convertible instruments, options warrants or other rights to acquire Common Stock); provided however: