Fully Diluted Capital Stock means, as of any date, without duplication, (i) the total number of shares of Common Stock outstanding on such date, plus (ii) the total number of outstanding options, warrants and other equity-linked securities that are exercisable into Common Stock on or after such date, plus (iii) the total number of shares of Common Stock reserved for issuance pursuant to obligations of Gaiam to issue shares of Common Stock, other than pursuant to obligations of Gaiam to issue shares of Common Stock under this Agreement after such date.
Fully Diluted Capital Stock means (A) outstanding Common Stock, (B) Common Stock issuable upon conversion of Preferred Stock, (C) Common Stock issuable upon exercise of outstanding options and (D) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants.
Fully Diluted Capital Stock means the capital stock of the Company from time to time (assuming that all options and warrants over shares in the Company and all rights of conversion into shares in the Company are exercised in full, irrespective of whether or not such options, warrants or rights of conversion, as the case may be, are, on their terms, exercisable or convertible at such time, in respect of the maximum number of shares into which they are capable of being exercised or converted).
Examples of Fully Diluted Capital Stock 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.
More Definitions of Fully Diluted Capital Stock
Fully Diluted Capital Stock means, the sum of (i) the number of shares of Common Stock underlying all Equity Securities of Licensee (including, for the avoidance of doubt, shares of Common Stock issuable upon exercise or conversion of Equity Securities, and regardless of whether the Equity Securities are vested or unvested) and (ii) any shares of Common Stock reserved for issuance pursuant to any stock option, restricted stock or other equity-based incentive plan.
Fully Diluted Capital Stock means the sum, without duplication, of (1) the aggregate number of shares of common stock of the Company that are outstanding immediately prior to the Closing, and (2) the aggregate number of shares of common stock issuable upon the exercise of Options for which an Option Payment will be made.
Fully Diluted Capital Stock means the sum of (i) the Corporation's outstanding Common Stock, (ii) the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, (iii) the shares of Common Stock issuable upon conversion of the Convertible Senior Subordinated Notes; and (iv) the shares of Common Stock issuable upon the exercise of all other outstanding Convertible Securities.
Fully Diluted Capital Stock means the Company’s issued and outstanding shares of Common Stock, assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock.
Fully Diluted Capital Stock means all issued and outstanding securities convertible into, exchangable or exercisable for the capital stock of the Company (including, without limitation, the Warrant Shares issued pursuant to this Warrant, the total authorized option pool and any outstanding options, warrants, and purchase rights), calculated upon the final closing of the Company's Series D Convertible Preferred Stock financing.
Fully Diluted Capital Stock means the sum of (i) the Corporation’s outstanding Common Stock, (ii) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, (iii) the shares of Common Stock issuable upon conversion of the Series C Preferred Stock, (iv) the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, (v) the shares of Common Stock issuable upon conversion of any outstanding Series E Preferred Stock, (vi) the shares of Common Stock issuable upon conversion of the Convertible Senior Subordinated Notes, and (vii) the shares of Common Stock issuable upon the exercise of all other outstanding Convertible Securities. “GAAP” means generally accepted accounting principles as in effect in the United States of America set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, in each case as the same are applicable to the circumstances as of the date of determination. “Governing Body” means the board of directors or other body having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company. “Government Authority” means any political subdivision or department thereof, any other governmental or regulatory body, including the National Association of Insurance Commissioners, commission, central bank, board, bureau, organ or instrumentality or any court, in each case whether federal, state, local or foreign. “Hedge Agreement” means (i) an Interest Rate Agreement designed to hedge against fluctuations in interest rates, (ii) any Currency Agreement designed to hedge against fluctuations in currency values, and (iii) any other agreement or arrangement to which the Corporation or any of the Corporation’s Subsidiaries is a party which xxxxxx against or is based upon fluctuations in the value of the equity securities of any Person, or any equity forward agreements or similar agreements or arrangements. “Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made without regard to any original issue discount relating thereto, (iii) all obligations of such Person under conditional sale or other titl...
Fully Diluted Capital Stock means the sum, without duplication, of the aggregate number of shares of stock of the Company (on an as-converted to Common Stock basis) that are issued and outstanding or issuable upon the exercise of options to purchase Common Stock or other direct or indirect rights to acquire shares of the capital stock that are issued and outstanding (whether or not then vested or exercisable).