Fully Diluted Common Stock Number definition
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.
Fully Diluted Common Stock Number means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including the shares of Company Common Stock issuable in respect of the Convertible Notes as contemplated by paragraph (j) below), plus the total number of Options and Warrants assumed by ImageX under paragraph (g) below, plus the total number of shares of Company Common Stock issuable upon conversion or exercise of any other securities of the Company outstanding immediately prior to Closing which are convertible or exercisable into Company Common Stock.
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(b) to the Company Disclosure Memorandum, which calculation assumes (x) the exercise of all outstanding rights, warrants or options, vested but not unvested, to acquire Company Common Stock, regardless of restrictions on exercise or conversion and (y) the conversion of all outstanding securities (including, without limitation, the Company Preferred Stock) 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"). The shares of ShopNow Common Stock so issued shall be referred to herein as the "CLOSING SHARES," which together with the Closing Cash, shall be referred to as the "MERGER CONSIDERATION." The Company Common Stock, together with the Company Preferred Stock, shall be referred to herein as the "COMPANY CAPITAL STOCK." The "VESTED BASE CONSIDERATION" shall mean the number determined by subtracting (i) the Vested Cash Consideration from (ii) $47,000,000. The "VESTED CASH CONSIDERATION" shall mean the product obtained by multiplying (i) the quotient obtained by dividing $3,000,000 by the Fully Diluted Common Stock Number by (ii) the total number of shares of Company Common Stock subject to outstanding options that are vested immediately prior to the Effective Time. The number of shares of ShopNow Common Stock to be issued to each Shareholder under this Section 1.6.1
Examples of Fully Diluted Common Stock Number in a sentence
No later than the close of the business day prior to the Closing Date, Seller shall deliver to Purchaser a certificate, signed by the chief executive officer and chief financial officer of Seller, setting forth (i) the Fully Diluted Common Stock Number, and (ii) the number of Shares to be issued, in each case as of the Closing Date.
The "Fully Diluted Common Stock Number" shall mean the total number of shares of LLL Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including (i) the exercise of all outstanding rights and warrants to acquire LLL Common Stock, regardless of restrictions on exercise or conversion and (ii) the conversion of all outstanding securities and notes convertible into LLL Common Stock.
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 Amazxx.xxx x xumber of fully paid and nonassessable shares of Amazxx.xxx Xxxmon Stock determined by dividing (i) the number of Closing Date Shares by (ii) 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.
More Definitions of Fully Diluted Common Stock Number
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, any Subsidiary of the Company, or any Disqualified Stockholder, other than any shares of Company Common Stock issued or issuable upon conversion of any shares of Series G-2 Preferred Stock held by any such entities, which shares shall be included in the Fully-Diluted Common Stock Number).
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 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 total number of shares of Company Common Stock outstanding immediately prior to the Effective Time on a fully diluted basis, including (x) the exercise of all outstanding rights, warrants or options, vested or
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(b) to the Company Disclosure Memorandum, which calculation assumes (x) the exercise on a cash exercise basis 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 (including, without limitation, the Company Preferred Stock) 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"). The shares of ShopNow Common Stock so issued shall be referred to herein as the "CLOSING SHARES." The number of shares of ShopNow 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 ShopNow 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 (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. The quotient as derived above shall be referred to herein as the "Exchange Ratio." The number of shares of Amazxx.xxx Xxxmon Stock to be issued to each Stockholder of the Company under this Section 1.7.2(b) shall be calculated by aggregating all shares of Company Common Stock (including Common Conversion Shares) held, or deemed to be held pursuant to Section 1.7.1(b), by such Stockholder, so that such number of shares of Amazxx.xxx Xxxmon Stock to be issued shall be equal to the aggregate number of shares of Company Common Stock (including Common Conversation Shares) held, or deemed to be held pursuant to Section 1.7.1(b), by such Stockholder multiplied by the Exchange Ratio, with cash paid in lieu of any fractional share of Amazxx.xxx Xxxmon Stock pursuant to Section 1.7.5 hereof.
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.