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, 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, as of immediately prior to the Effective Time, the number of shares without duplication equal to (a) the aggregate number of shares of Company Stock that are issued and outstanding on a fully-diluted, as converted-to Company Common Stock basis, including for the avoidance of doubt the number of Company Common Stock issuable upon the conversion of the Company Convertible Preferred Stock, plus (b) the aggregate number of shares of Company Common Stock issuable upon the full exercise, exchange or conversion of all outstanding and unexercised warrants to purchase shares of Company Common Stock, the Company Equity Awards, any convertible promissory notes, and any other securities convertible into or exercisable for shares of Company Common Stock, calculated in accordance with the treasury stock method, if applicable. For the avoidance of doubt, the Fully Diluted Common Stock Number shall exclude any shares owned or held by or for the account of the Company or any Company Subsidiaries.
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 (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 "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 Amaz▇▇.▇▇▇ ▇ ▇umber of fully paid and nonassessable shares of Amaz▇▇.▇▇▇ ▇▇▇mon 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 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 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 "▇▇▇▇▇▇▇.▇▇▇ 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 ▇▇▇▇▇▇▇.▇▇▇ Common Stock so issued shall be referred to herein as the "CLOSING SHARES." The number of shares of ▇▇▇▇▇▇▇.▇▇▇ 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 ▇▇▇▇▇▇▇.▇▇▇ 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 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, 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 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 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
Fully Diluted Common Stock Number means the total number of shares of TRMS Common Stock outstanding immediately prior to the Effective Time.