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 means the sum of (i) the total number of shares of Company Stock (including Dissenting Shares, but excluding Disregarded Shares) outstanding immediately prior to the Effective Time (assuming all shares of Company Preferred Stock are converted into Company Common Stock as of such time) and (ii) the total number of shares of Company Common Stock issuable upon the exercise in full of all In-the-Money Company Stock Options (whether or not vested) 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 in full of all Company Options (whether vested or unvested) that are outstanding and have not been exercised prior to the Effective Time, plus (iii) the aggregate number of shares of Company Common Stock issuable upon the conversion of all Company Preferred Stock issued and outstanding immediately prior to the Effective Time, less (iv) the aggregate number of shares of Company Common Stock, if any, to be cancelled at the Effective Time pursuant to Section 2.6(a).
Examples of Fully Diluted Common Number in a sentence
No Company Holder that owns more than 10% of the Fully Diluted Common Number of shares of Company Common Stock (excluding Company Holders who are investment funds), officer or director of the Company, or Affiliate of any of the foregoing, owns any beneficial interest in any Top Customer, Top Partner or Top Supplier.
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.
The "Fully Diluted Common Number" shall mean, without duplication, the sum of (y) the Aggregate Common Number and (z) the Aggregate Option Number.
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.
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 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 Company Options that are outstanding and unexercised as of immediately prior to the Effective Time (assuming that the exercise price was paid in cash and excluding any Underwater Options), less (iii) the aggregate number of Excluded Shares, if any.
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 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; (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), in each case, other than Out-of-the-Money Company Options and Out-of-the-Money Company Warrants.
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 (after giving effect to the Conversion), plus (ii) the aggregate number of shares of Company Common Stock issuable pursuant to each vested Company RSU immediately prior to the Effective Time (after taking into account the effects of Section 2.4), plus (iii) the SAR Shares, less (iv) the aggregate number of shares of Company Common Stock, if any, to be cancelled at the Effective Time pursuant to Section 2.1.3.
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, with respect to any payment of any portion of Common Merger Consideration to be paid hereunder: