Fully Diluted Common Share Number means the total number of issued and outstanding shares of Common Stock immediately prior to the Effective Time calculated on a fully-diluted basis assuming the exercise in full of all Vested Options that are outstanding at such time, but without giving effect to any potential conversion of the Preferred Stock.
Fully Diluted Common Share Number means the total number of Company Common Shares outstanding on the date of this Agreement on a fully diluted basis, as set forth in Section 4.3 which calculation assumes (i) the exercise on a net exercise basis, as contemplated by Section 2.7, of all outstanding rights, warrants or options, whether vested or unvested, to acquire Company Common Shares, regardless of restrictions on exercise or conversion and (ii) the conversion of all outstanding securities and notes convertible at any time into Company Common Shares that do not terminate at or prior to the Effective Time.
Fully Diluted Common Share Number means the sum of (i) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus (ii) the number of shares of Company Common Stock subject to Vested Options immediately prior to the Effective Time plus (iii) the number of shares of Company Common Stock subject to the Common Warrants outstanding and unexercised immediately prior to the Effective Time, assuming such Common Warrants were exercised.
Examples of Fully Diluted Common Share Number in a sentence
All Company Common Shares received pursuant to this Section 2.7 shall be converted into the Merger Consideration, as described in Section 2.4, upon the Merger, and included in the Fully Diluted Common Share Number.
More Definitions of Fully Diluted Common Share Number
Fully Diluted Common Share Number means the sum of, without duplication: (i) the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (including shares issued upon the exercise of Company Options (other than Underwater Options) contingent on the Merger, if any, but excluding any Treasury Shares), plus (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all Company Securities (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, calculated on a fully diluted, as converted to Company Common Stock basis (including all shares of Company Common Stock (a) issuable upon conversion of any issued and outstanding Company Preferred Stock (other than Series D Preferred Stock), or (b) subject to Company Options (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, but excluding any Treasury Shares and all shares of Company Common Stock issuable upon conversion of any issued and outstanding Series D Preferred Stock).
Fully Diluted Common Share Number means the aggregate number of shares of Common Stock (other than Cancelled Shares) outstanding as of immediately prior to the Effective Time.
Fully Diluted Common Share Number means the sum of the total number of (i) shares of Common Stock, (ii) shares of Common Stock issuable upon exercise of any unexercised vested In-the-Money Company Options or In-the-Money Company Warrants exercisable for shares of Common Stock,(iii) shares of Common Stock issuable upon conversionof any convertible notes that are convertible into shares of Common Stock and for which the holders thereof have not declared the outstanding balance due and payable in cash as of the Effective Time, (iv) to the extent a conversion will be effected in connection with the transactions contemplated by this Agreement, shares of Company Preferred Stock that will be converted into shares of Common Stock (including any shares of Company Preferred Stock that will be issued upon exercise of In-the-Money Company Warrants or conversion of convertible notes for shares of Company Preferred Stock and, prior to the Effective Time, converted into shares of Common Stock), calculated on an as converted to Common Stock basis, and (v) shares of the Company’s Series D Preferred Stock (the “Series D Stock”), calculated on an as converted to Common Stock basis, in each case as issued and outstanding immediately prior to the Effective Time.
Fully Diluted Common Share Number means the sum of the total number of (i) shares of Common Stock, (ii) shares of Common Stock issuable upon exercise of any unexercised vested In-the-Money Company Options or In-the-Money Company Warrants exercisable for shares of Common Stock, (iii) shares of Common Stock issuable upon conversion
Fully Diluted Common Share Number means the sum of (a) the number of shares of Common Stock outstanding as of immediately prior to the Effective Time plus (b) the number of shares of Common Stock subject to In-the-Money Options that are outstanding and unexercised as of immediately prior to the Effective Time plus (c) the number of shares of Common Stock issuable upon automatic exercise of the Warrant in accordance with its terms at the Effective Time to the extent the Warrant has not been exercised as of immediately prior to the Effective Time plus (d) the number of shares of Common Stock into which all shares of Preferred Stock outstanding as of immediately prior to the Effective Time would be converted were such shares of Preferred Stock converted into shares of Common Stock pursuant to Article IV.B.3 of the Company’s Certificate of Incorporation in effect as of the date hereof.
Fully Diluted Common Share Number means (a) the aggregate number of Shares of Company Common Stock outstanding immediately prior to the Effective Time (other than Shares to be cancelled and retired in accordance with S ection 2.08(a)), plus (b) the aggregate number of Shares of Company Common Stock issuable upon the exercise in full of all Options (whether vested or unvested) outstanding immediately prior to the Effective Time, Outstanding Warrants as of immediately prior to the Effective Time (other than Out-of-Money Options and Out-of-Money Warrants, which shall be excluded from the calculation of the Fully Diluted Common Share Number) and Incentive Units outstanding immediately prior to the Effective Time plus (c) the number of Shares of Class 2016 Common Stock into which the Company Preferred Stock automatically convert in connection with the Merger.
Fully Diluted Common Share Number means a number equal to the sum of (A) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any shares of Company Common Stock issued (1) upon the conversion (or deemed conversion pursuant to the terms of this Agreement) of Company Preferred Stock or (2) upon the exercise (or deemed exercise or conversion, including on a “net exercise basis” or “cashless basis”, pursuant to the terms of this Agreement) of any Company Warrants or Unvested Non-Employee Company Options, in each case prior to the Effective Time) plus (B) the number of Option Shares determined as of immediately prior to the Effective Time.