Fully Diluted Company Capital Stock means the sum, without duplication, of (a) the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time plus (B) the aggregate number of Net Exercise Shares issuable with respect to all Company Options that are outstanding immediately prior to the Effective Time plus (C) the aggregate number of shares of Company Capital Stock issuable upon exercise of Company Warrants or other direct or indirect rights to acquire shares of the Company Capital Stock that are issued and outstanding (and fully vested) immediately prior to the Effective Time.
Fully Diluted Company Capital Stock means those shares of Company Common Stock (A) issued and outstanding immediately before the Effective Time, (B) issuable upon full exercise of Company Options and Company Warrants that are issued and outstanding immediately before the Effective Time, and (C) issuable upon conversion and/or exercise of all other securities convertible into, or exercisable for, Company Common Stock that are issued and outstanding immediately before the Effective Time.
Fully Diluted Company Capital Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (B) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, (C) the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Options to acquire shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) and Company Warrants to acquire shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (D) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issuable upon the exercise of Company Warrants to acquire shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time.
Examples of Fully Diluted Company Capital Stock in a sentence
IT-enabled supply chain is designed proving the authenticity of goods received by customers, and efficiently tracking transportation status or items’ condition (especially factors like temperature, power and light for cold or food chain) in real-time.
The Stockholder Representative shall have delivered to Acquirer the original, duly completedand validly executed Letters of Transmittal (including, if applicable, executed Forms W-8 or W-9, and all associated Certificates) from CompanyStockholders holding not less than 90% of the Fully Diluted Company Capital Stock outstanding as of immediately prior to the Closing.
Any portion of the Holdback Amount held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquiror upon the resolution of such claims shall be disbursed to the Accredited Stockholders within 15 Business Days following resolution of such claims and in accordance with each such Person’s Pro Rata Share (calculated without regard to any Fully Diluted Company Capital Stock Shares held by Unaccredited Stockholders) of the Holdback Amount.
The Stockholder Representative shall have delivered to Acquirer the original, duly completed and validly executed Letters of Transmittal (including, if applicable, executed Forms W-8 or W-9, and all associated Certificates) from Company Stockholders holding not less than 90% of the Fully Diluted Company Capital Stock outstanding as of immediately prior to the Closing.
More Definitions of Fully Diluted Company Capital Stock
Fully Diluted Company Capital Stock means the sum, without duplication, of (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (B) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock (other than the Company Series C Stock and Company Series B Stock) issued and outstanding immediately prior to the Effective Time, (C) the aggregate number of shares of Company Common Stock issuable upon the exercise of Vested Company Options to acquire shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and Company Warrants to acquire shares of Company Common Stock issued and outstanding and vested immediately prior to the Effective Time, and (D) the aggregate number of shares of Company Common Stock issuable upon the conversion of shares of Company Preferred Stock issuable upon the exercise of Company Warrants to acquire shares of Company Preferred Stock issued and outstanding and vested immediately prior to the Effective Time.
Fully Diluted Company Capital Stock means the aggregate number of shares of Company Common Stock and Company Preferred Stock, including Company Options and any other rights, whether vested or unvested convertible into, exercisable for or exchangeable for shares of Company Common Stock, on an as-converted, as-exercised basis.
Fully Diluted Company Capital Stock means all shares of Company Common Stock outstanding immediately prior to the First Effective Time (including shares of Company Preferred Stock issued on conversion of all Convertible Promissory Notes and subsequently converted into shares of Company Common Stock prior to the First Effective Time and shares of Company Common Stock issued upon the exercise of Options prior to the First Effective Time), and all shares of Company Common Stock that would have been issuable upon the exercise of any Options cancelled in exchange for a cash payment pursuant to Cancellation Agreements as set forth in Section 2.1(a)(iv) but for the cancellation of such Options.
Fully Diluted Company Capital Stock means the sum, without duplication, of (i) aggregate number of shares of company capital stock that are issued and outstanding immediately prior to the effective Time (on an as-converted to company common stock basis), (ii) the aggregate number of shares of company common stock that are issuable upon the exercise of company options (whether vested or unvested) but excluding any company options that are not in-the- Money company options, and (iii) the aggregate number of shares of company common stock purchasable under or otherwise subject to any direct or indirect, vested or unvested, rights (other than company options) to acquire shares of company capital stock on an as-converted-to-company common stock basis (whether or not immediately exercisable) outstanding immediately prior to the effective Time.
Fully Diluted Company Capital Stock means the aggregate number of shares of Company Common outstanding immediately prior to the Effective Time (assuming exercise or conversion of all outstanding securities or similar rights that are exercisable for or convertible into shares of Company Common, whether vested or unvested and whether or not currently exercisable).
Fully Diluted Company Capital Stock means the sum, without duplication, of (i) aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time (on an as-converted to Company Common Stock basis), (ii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of In-the-Money Company Options (whether vested or unvested) that are issued and outstanding immediately prior to the Effective Time, (iii) the aggregate number of shares of Company Common Stock that are issuable upon the exercise of In-the-Money Company Warrants (whether vested or unvested) that are issued and outstanding immediately prior to the Effective Time, and (iv) the aggregate number of shares of Company Common Stock purchasable under or otherwise subject to any direct or indirect, vested or unvested, rights (other than Company Options and Company Warrants) to acquire shares of Company Capital Stock on an as-converted-to-Company Common Stock basis (whether or not immediately exercisable) outstanding immediately prior to the Effective Time; provided that in accordance with Sections 1.3(a)(iv) and 1.3(a)(v) of this Agreement, the number of shares of Company Common Stock that would have been issuable upon the exercise of In-the-Money Company Options and In-the-Money Company Warrants will be redetermined in connection with each payment of any Excess Amount and each Milestone Payment, which may result in an increase in the Fully Diluted Company Capital Stock.
Fully Diluted Company Capital Stock means the sum, without duplication, of (1) the aggregate number of shares of Company Common Stock that are outstanding immediately prior to the Effective Time, (2) the aggregate number of shares of Company Common Stock into which all the outstanding Preferred Stock is convertible immediately prior to the Effective Time, (3) the aggregate number of shares of Company Common Stock into which all Preferred Stock underlying all Warrants is convertible immediately prior to the Effective Time, and (4) the aggregate number of shares of Company Common Stock underlying all Company Options that are exercisable for an exercise price less than the Per Share Common Consideration and, after taking into account any acceleration of vesting as a result of the Closing, are vested as of immediately prior to the Effective Time (any such Company Option, an “In-the-Money Option”).