Fully Diluted Common Stock Outstanding definition

Fully Diluted Common Stock Outstanding means the number of shares of the Company's voting common stock $.01 par value and the Company's nonvoting common stock (collectively the "Common Stock") which are issued and outstanding at the end of the applicable fiscal year, plus those shares which would be issued and outstanding upon the exercise or conversion of all of the then outstanding options, warrants or other rights to acquire any Common Stock or securities convertible into Common Stock, or securities convertible into Common Stock of the Company or securities or other instruments exchangeable or convertible into Common Stock of the Company.
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Fully Diluted Common Stock Outstanding means, without duplication, at the Effective Time: (i) the aggregate number of shares of Company Common Stock issued and outstanding; plus (ii) the aggregate number of shares of Company Common Stock issuable in respect of issued and outstanding shares of Company Preferred Stock; plus (iii) the aggregate number of shares of Company Common Stock issuable upon the cash exercise of all outstanding Company Options (whether or not then exercisable); plus (iv) the aggregate number of shares of Company Common Stock issuable in respect of the cash exercise of all Company Warrants exercisable for shares of Company Common Stock plus the aggregate number of shares of Company Common Stock issuable upon the assumed conversion of the aggregate number of shares of Company Preferred Stock issuable in respect of the cash exercise of all outstanding Company Warrants that are exercisable for shares of Company Preferred Stock; plus (v) the aggregate number of shares of Company Common Stock issuable upon the conversion or cash exercise of any other Company Stock Rights outstanding (whether or not then exercisable).
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Fully Diluted Common Stock Outstanding means, at any time, the aggregate number of shares of Common Stock issued and outstanding, plus the aggregate number of shares of Common Stock that are issuable upon the conversion, exercise or exchange of all Convertible Securities or Options (regardless of the exercise price therefor) that are then outstanding, in the case of convertible or exchangeable securities at the then applicable conversion or exchange prices therefor, provided however, that Fully Diluted Common Stock Outstanding shall exclude shares reserved for issuance upon the exercise of options under a plan or otherwise with respect to which options have not been granted. For the sake of clarification, shares underlying options or warrants that have been issued shall be included in Fully Diluted Common Stock Outstanding regardless of whether they have vested or are exercisable and regardless of the exercise price of such options or warrants.
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Examples of Fully Diluted Common Stock Outstanding in a sentence

  • Parent shall have received executed Investor Certification Forms signed by Company Equityholders that constitute at least 80% of the Fully Diluted Common Stock Outstanding as of immediately prior to the Closing, which demonstrate to Parent that each such holder is an Accredited Holder.

  • For the sake of clarification, shares underlying options or warrants that have been issued shall be included in Fully Diluted Common Stock Outstanding regardless of whether they have vested or are exercisable and regardless of the exercise price of such options or warrants.


More Definitions of Fully Diluted Common Stock Outstanding

Fully Diluted Common Stock Outstanding means the Company Common Stock Outstanding plus the total number of shares of Company Common Stock reserved for issuance upon the exercise of all options to purchase Company Common Stock outstanding as of the Effective Time under the 2001 Plan ("Company Options").
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Fully Diluted Common Stock Outstanding means, without duplication, at the First Effective Time: (a) the aggregate number of shares of Company Common Stock issued and outstanding; plus (b) the aggregate number of shares of Company Common Stock issuable in respect of issued and outstanding shares of Company Preferred Stock, except for Company Series A-2 Stock.
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Fully Diluted Common Stock Outstanding means, as of the effective date of the Liquidation Event, the sum of all shares of Common Stock outstanding plus all shares of Common Stock issuable upon conversion of outstanding securities that are convertible into or exercisable or exchangeable for shares of Common Stock other than the Series C Preferred.
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Fully Diluted Common Stock Outstanding means, without duplication, at the Effective Time: (i) the aggregate number of shares of Company Common Stock issued and outstanding; plus (ii) the aggregate number of shares of Company Common Stock issuable under the terms of the Jibe Merger Agreement but that have not been issued; plus (iii) the aggregate number of shares of Company Common Stock issuable in respect of the Company Preferred Stock issued and outstanding pursuant to the terms of the Company Certificate of Incorporation; plus (iv) the aggregate number of shares of Company Common Stock issuable upon the exercise of all Assumed Company Options; plus (v) the aggregate number of shares of Company Common Stock issuable upon the conversion or exercise of any Company Stock Rights outstanding (whether or not then exercisable).
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Fully Diluted Common Stock Outstanding means, without duplication, at the Effective Time: (i) the aggregate number of shares of Company Common Stock issued and outstanding; plus (ii) the aggregate number of shares of Company Common Stock issuable in respect of issued and outstanding shares of Company Preferred Stock; plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of all outstanding Company Options (whether or not then exercisable), including the Assumed Company Options; plus (iv) the aggregate number of shares of Company Common Stock issuable upon the conversion or exercise of any Company Stock Rights outstanding (whether or not then exercisable).
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Related to Fully Diluted Common Stock Outstanding

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Fully Diluted means all outstanding shares of Common Stock and all shares issuable in respect of securities convertible into or exchangeable for such Common Stock, stock appreciation rights or options, warrants and other irrevocable rights to purchase or subscribe for such Common Stock or securities convertible into or exchangeable for such Common Stock; provided that no Person shall be deemed to own such number of Fully Diluted shares of any Common Stock as such Person has the right to acquire from any Person other than the Company.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

  • Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Class D Common Stock means the Class D Common Stock, par value $0.01 per share, of the Company.