Fully Diluted Common Number means the sum of (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock underlying any Options as of immediately prior to the Effective Time; and (iii) the aggregate number of shares of Company Common Stock issuable upon the conversion of all shares of Company Preferred Stock outstanding immediately prior to the Effective Time in accordance with Article FOURTH, Section B(a) of the Certificate of Incorporation immediately prior to the Effective Time.
Fully Diluted Common Number means, without duplication, the sum of (a) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares), (b) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time and (c) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, Company Options, Company RSUs, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).
Fully Diluted Common Number shall equal (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Option Shares subject to Company Options that are outstanding and unexercised as of immediately prior to the Effective Time, and less (iii) the aggregate number of shares of Company Common Stock, if any, to be canceled at the Effective Time pursuant to Section 2.6(a).
Examples of Fully Diluted Common Number in a sentence
The "Fully Diluted Common Number" shall mean, without duplication, the sum of (y) the Aggregate Common Number and (z) the Aggregate Option Number.
By way of example only, at the time of execution of this Agreement the Fully Diluted Common Number is represented by the Company to be 7,539,866 shares; accordingly, assuming Cash Consideration of $11,700,000 and an Escrow Amount of $1,755,000, the Per Share Closing Payment would be ($11,700,000 - $199,375 - $1,755,000) / (7,539,866 -128,629) shares, or $1.3150 per share.
Lanacom has all requisite rights to become the owner of and shall, as of or prior to the Closing Time, become the owner of all of the issued and outstanding stock of Lanacom Europe in accordance with the terms of the Agreement between Lanacom and Protege in exchange solely for Lanacom Common Shares, which Lanacom Common Shares shall be included within the Fully Diluted Common Number.
Holders of equity securities representing no more than 5% of the Fully Diluted Common Number, in the aggregate, are Dissenting Stockholders as of the Closing Date.
The "Exchange Ratio" shall mean the quotient obtained by dividing (y) the Aggregate Share Number by (z) the Fully Diluted Common Number.
More Definitions of Fully Diluted Common Number
Fully Diluted Common Number means the sum (without duplication) of (a) the aggregate number of Company Common Shares that are issued and outstanding immediately prior to the Effective Time, plus (b) the aggregate number of Company Common Shares that are issuable upon full exercise, exchange or conversion of all Company Options and any other securities (other than Company Preferred Shares) or rights (in each such case whether vested or unvested) that are convertible into, exercisable for or exchangeable for, Company Common Shares that are issued and outstanding immediately prior to the Effective Time.
Fully Diluted Common Number shall equal (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of all in-the-money Vested Company Options that are outstanding and unexercised as of immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of the Company Warrants issued and outstanding immediately prior to the Effective Time, and less (iv) the aggregate number of shares of Company Common Stock, if any, to be canceled at the Effective Time pursuant to Section 2.6(a).
Fully Diluted Common Number means the sum of: (A) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; (B) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time; and (C) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).
Fully Diluted Common Number means, with respect to any payment of any portion of Common Merger Consideration to be paid hereunder:
Fully Diluted Common Number means the sum (without duplication) of (i) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time; (ii) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time; and (iii) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (whether vested or unvested).
Fully Diluted Common Number means the sum of (i) the total number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and (ii) the total number of shares of Company Common Stock that are issuable upon the conversion or exercise in full of all convertible securities, options (other than Unvested Company Options), warrants or other rights to acquire Company Common Stock, in each case, that are outstanding and vested (assuming consummation of the Merger) immediately prior to the Effective Time. For the avoidance of doubt, Fully Diluted Common Number shall not include Company Common Stock underlying Company RSUs.
Fully Diluted Common Number means, without duplication, the sum of (y) the Aggregate Common Number and (z) the Aggregate Option Number.