Fully Diluted Common Stock Number definition

Fully Diluted Common Stock Number means the sum (rounded to the nearest thousandth) of (i) the aggregate number of Shares of Company Common Stock and Series A Preferred Stock that are issued and outstanding immediately prior to the Effective Time, plus (ii) the total number of shares of Company Common Stock that would be issuable upon exercise of all of the outstanding Options immediately prior to the Effective Time, whether or not then exercisable.

Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, PLUS the total number of shares of Company Common Stock issuable upon exercise of Company Options outstanding immediately prior to the Effective Time PLUS the total number of shares of Company Common Stock issuable upon exercise of Company Warrants outstanding immediately prior to the Effective Time.

Fully Diluted Common Stock Number means the number of shares of Common Stock (A) issued and outstanding immediately prior to the Effective Time and (B) issuable upon exercise of in-the-money Company Stock Options outstanding immediately prior to the Effective Time.

Examples of Fully Diluted Common Stock Number in a sentence

• The term "Outstanding Stock Percentage" shall mean a fraction, the numerator of which shall equal the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all Common Conversion Shares), and the denominator of which shall equal the Fully Diluted Common Stock Number.

• The "PER SHARE CASH MERGER CONSIDERATION" means an amount in cash, without interest, equal to the quotient of (A) $400,000,000 less (x) all Debt outstanding as of the Closing (including, without limitation, all Senior Debt), plus (y) the aggregate exercise price of all outstanding Company Options and Company Warrants plus (z) all Cash held by the Company as of the Closing divided by (B) the Fully Diluted Common Stock Number.

• The term "Option Percentage" shall mean, with respect to each individual that holds Options immediately prior to the Effective Time, a fraction, the numerator of which equals the number of shares of Common Stock issuable upon the exercise of the Options held by such individual immediately prior to the Effective Time, regardless of restrictions on exercise, and the denominator of which shall equal the Fully Diluted Common Stock Number.

• The "Fully Diluted Common Stock Number" shall mean (x) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the total number of Common Conversion Shares) plus (y) the total number of shares of Company Common Stock issuable upon exercise of Options (as defined in Section 1.7.2(e) below) outstanding immediately prior to the Effective Time and regardless of restrictions on exercise.

• Subject to Section 1.7.2(g), each issued and outstanding share of Company Common Stock, including each of the Common Conversion Shares, other than Dissenting Shares (as defined in Section 1.7.2(f)), shall be converted into the right to receive from Amazon.com a number of fully paid and nonassessable shares of Amazon.com Common Stock determined by dividing (i) the number of Closing Date Shares by (ii) the Fully Diluted Common Stock Number.

More Definitions of Fully Diluted Common Stock Number

Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, as set forth on SCHEDULE 2.3 to the Company Disclosure Memorandum, which calculation assumes (x) the exercise on a cash or cashless basis, as the case may be, of all outstanding rights, warrants or options, vested or unvested, to acquire Company Common Stock, regardless of restrictions on exercise or conversion and (y) the conversion of all outstanding securities and notes convertible at any time into Company Common Stock (such rights, warrants, notes, options and convertible securities referenced in clauses (x) and (y) being referred to herein as "STOCK PURCHASE RIGHTS"); provided, however, that the term "Fully Diluted Common Stock Number" shall not include (i) the convertible note referenced in that certain letter agreement dated December 9, 1999 between Momentous Inc. Pension and Trust ("MOMENTOUS") and the Company (the "MOMENTOUS NOTE"), (ii) that certain Convertible Promissory Note in favor of Alpine Capital LLC ("ALPINE CAPITAL") dated August 27, 1999 (the "ALPINE CAPITAL NOTE"), (iii) that certain Convertible Promissory Note, dated December 22, 1999 (the "XxxxXxx.xxx Note"), and any (iv) options granted pursuant to that stock option agreement dated July 26, 1999, between Astra Ventures LLC ("ASTRA Ventures") and the Company that are unexercised as of the Effective Time, provided that such options terminate as of the Effective Time by their terms or by later agreement of Astra Ventures. The shares of XxxxXxx.xxx Common Stock so issued shall be referred to herein as the "CLOSING SHARES." The number of shares of XxxxXxx.xxx Common Stock to be issued at the Closing to each stockholder under this Section 1.7.1(b) shall be calculated by aggregating all shares of Company Common Stock held by each such stockholder, so that such number of shares of XxxxXxx.xxx Common Stock to be issued shall be equal to the number of shares of Company Common Stock held by such stockholder multiplied by the Exchange Ratio, with fractional shares rounded up to the nearest whole number pursuant to Section 1.7.3 hereof.

Fully Diluted Common Stock Number means the number of shares of Company Common Stock outstanding on a fully-diluted basis immediately prior to the Effective Time (including Dissenting Shares, but excluding shares of Company Common Stock and Company Preferred Stock held by the Company or any Subsidiary of the Company).

Fully Diluted Common Stock Number means the sum of (a) the total number of outstanding shares of Common Stock immediately prior to the Closing, plus (b) the total number of shares of Common Stock issuable upon exercise in full of all outstanding Vested Stock Options (whether or not then exercisable) immediately prior to the Effective Time (assuming, for purposes of determining such number of shares of Common Stock, that each such Stock Option is being exercised by payment of the exercise price in cash and not by a net exercise or other cashless exercise feature), plus (c) the total number of shares of Common Stock issuable upon conversion of all shares of Series A Preferred Stock issued and outstanding immediately prior to the Closing.

Fully Diluted Common Stock 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 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 (excluding the Company Preferred Stock), options, warrants or other rights to acquire Company Capital Stock that are outstanding immediately prior to the Effective Time (but only to the extent vested and exercisable as of the Effective Time).

Fully Diluted Common Stock Number means the total number of shares of SBI Shares outstanding immediately prior to the Effective Time on a fully diluted basis, including (x) the assumed exercise of all outstanding In The Money Options (but excluding all other SBI Options that are not In the Money Options) and (y) the assumed conversion of all outstanding convertible securities (including, without limitation, the outstanding shares of SBI Preferred Stock) and notes convertible into SBI Shares. The “In The Money Options” shall mean all outstanding rights, warrants or options, vested or unvested, to acquire SBI Shares, regardless of restrictions on exercise or conversion, where the option exercise price is $1.10 per share or less. As of the Effective Time, all SBI Options that are not In the Money Options shall be cancelled and shall not be entitled to receive any Option Spread Payment or other consideration as a result of the Merger.

Fully Diluted Common Stock Number is defined in Section 1.8.

Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, which calculation assumes (x) the exercise of all outstanding rights, warrants or options, vested or unvested, to acquire Company Capital Stock, regardless of restrictions on exercise, and (y) the conversion of all outstanding securities and notes convertible at any time into Company Common Stock, regardless of restrictions on conversion (such rights, warrants, options and convertible securities referenced in clauses (x) and (y) being referred to herein as "Stock Purchase Rights"). The quotient as derived above shall be referred to herein as the "Exchange Ratio." The number of shares of InnerSpace Common Stock to be issued to each holder of Company Capital Stock in existence immediately prior to the Effective Time or reserved for issuance to each holder of Stock Purchase Rights (collectively, the "Shareholders") under this Section 2.2(b) shall be calculated by aggregating all shares of Company Common Stock held by each such Shareholder and Stock Purchase Rights held by each such security holder, so that such number of shares of InnerSpace Common Stock to be issued or reserved for issuance shall be equal to the sum of the number of shares of Company Common Stock and the shares reserved for issuance pursuant to Stock Purchase Rights multiplied by the Exchange Ratio, rounded up to the nearest whole number for each fractional share that is one half or greater and rounded down to the nearest whole number for each fractional share that is less than one-half.