Fully Diluted Capitalization definition

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 Capitalization means the aggregate number 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 Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding units of Equity Interests, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including units of convertible Preferred Securities and all outstanding vested or unvested options or warrants to purchase Equity Interests, but excluding (i) the issuance of all units of Equity Interests 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.

Examples of Fully Diluted Capitalization in a sentence

• If a Liquidation Event or a Qualified Equity Financing does not occur on or before the Maturity Date, upon the election of Investor, the Investment Amount shall be converted into fully paid and non-assessable shares of Common Stock at a price per share equal to the price obtained by dividing (i) the Maturity Valuation by(ii) the Company’s Fully Diluted Capitalization as of immediately prior to such conversion.

• Notwithstanding anything to the contrary contained herein, a holder of Options shall only be entitled to exercise Tag-Along Rights with respect to such Options if the Tag-Along Notice relates to the sale or other disposition of a majority of the outstanding shares of voting capital stock of the Company (based on the Fully Diluted Capitalization excluding Option Shares and Warrant Shares) to a Person that is not a parent or Subsidiary of the Company.

• The rights set forth in this Section 7.1(b) shall terminate and shall be of no force and effect at such time as the Qualifying Series C and D Beneficial Holders shall no longer maintain Beneficial Ownership of at least 20% of the Series C and D Adjusted Fully Diluted Capitalization.

• Miracle Dream Investment Inc., a limited liability company duly established and validly existing under the laws of British Virgin Islands, and wholly owned by XXXX Xxxxxx (单丹丹) (“XXXX Xxxxxx Holdco”); Fully Diluted Capitalization Immediately Prior to the Closing: Miracle Dream Investment Inc.

• Subject to your execution of a stock purchase agreement in the form attached hereto as Exhibit D (the “Stock Purchase Agreement”), starting on the Commencement Date you shall be entitled to purchase that number of shares of Company Series A Preferred Stock (the “Preferred Stock”) that represents one percent (1%) of the Fully Diluted Capitalization of the Company as of the Commencement Date, for a purchase price equal to $0.364 per share.

More Definitions of Fully Diluted Capitalization

Fully Diluted Capitalization means the number of issued and outstanding shares of the Company’s capital stock, assuming (a) the conversion or exercise of all of the Company’s outstanding convertible or exercisable securities, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase the Company’s capital stock; and

Fully Diluted Capitalization means the number of issued and outstanding shares of the Company's capital stock, assuming the conversion or exercise of all of the Company's outstanding convertible or exercisable securities.

Fully Diluted Capitalization means the number of shares of outstanding Common Stock of the Company on a fully-diluted basis, including (i) conversion or exercise of all securities convertible into or exercisable for Common Stock, (ii) exercise of all outstanding options and warrants to purchase Common Stock and, in the case of Section 1(b), (iii) the shares reserved or authorized for issuance under the Company’s existing stock option plan or any stock option plan created or increased in connection with such transaction; but excluding, for this purpose, the conversion contemplated by the applicable provision of Section 2.

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

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

Fully Diluted Capitalization means the number of issued and outstanding shares of the Company's capital stock, assuming the conversion or exercise of all of the Company's outstanding convertible or exercisable securities, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase the Company's capital stock. Notwithstanding the foregoing, “Fully Diluted Capitalization” excludes: (A) any convertible promissory notes (including this Note) issued by the Company; (B) any SAFEs (as defined below) issued by the Company; and (C) any Equity Securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

Fully Diluted Capitalization means the number of shares of outstanding Common Stock of the Company on a fully-diluted basis, including (i) conversion or exercise of all securities convertible into or exercisable for Common Stock, (ii) exercise of all outstanding options and warrants to purchase Common Stock and, in the case of Section 1(b)(i) and 1(b)(iii) only, (iii) the shares reserved or authorized for issuance under the Company’s existing stock option plan or any stock option plan created or increased in connection with such transaction; but excluding, for this purpose, the conversion contemplated by the applicable provision of Section 2.