Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, determined on an as-converted basis, (b) the aggregate number of shares of Company Common Stock (on a net exercise basis) subject to Company Options as of immediately prior to the Effective Time, and (c) the aggregate number of shares of Company Common Stock subject to Warrants as of immediately prior to the Effective Time.
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of Company Shares outstanding as of immediately prior to the Company Merger Effective Time (and after, for the avoidance of doubt, giving effect to (i) the Company Preferred Shares Conversion, (ii) the termination or net exercise of the Company Warrants pursuant to Section 2.4(e), and (iii) the Company Convertible Notes Conversion), (b) the aggregate number of Company Shares underlying the Pre-Funded Company Warrants and (c) the aggregate number of Company Shares subject to In-the-Money Options as of immediately prior to the Company Merger Effective Time.
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of Company Shares outstanding as of immediately prior to the Company Merger Effective Time (and after, for the avoidance of doubt, giving effect to (i) the Company Preferred Shares Conversion, (ii) the termination or net exercise of the Company Warrants pursuant to Section 2.4(e), and (iii) the Company Convertible Notes Conversion), and (b) the aggregate number of Company Shares subject to In-the-Money Options as of immediately prior to the Company Merger Effective Time. 11
Examples of Fully Diluted Company Capitalization in a sentence
Notwithstanding anything herein to the contrary, the Fully Diluted Company Capitalization shall exclude any shares of Company Common Stock issued or issuable in connection with any Interim Financing Arrangement.
In that regard, your disclosures should clearly outline how the exchange ratio was calculated including disclosing the amounts related to terms such as the Fully Diluted Company Capitalization (as defined in the Business Combination Agreement).
More Definitions of Fully Diluted Company Capitalization
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, determined on an as-converted basis (including, for the avoidance of doubt, (i) the number of shares of Company Common Stock issuable upon conversion of a share of Company Preferred Stock (including any shares of Company Preferred Stock issuable upon the exercise of the Company Warrant) based on the then applicable conversion ratio, (ii) the number of shares of Company Common Stock, if any, issuable in connection with the Subsidiary Merger, and (iii) the number of shares of Company Common Stock issuable pursuant to the transactions set forth on Section 1.1(e) of the Company Disclosure Schedules), (b) the number of shares of Company Common Stock issuable upon conversion of the Existing Company Convertible Notes, and (c) the aggregate number of shares of Company Common Stock (on a net exercise basis) subject to issued and outstanding Company Options and Subsidiary Rollover Options (excluding for this purpose the number of shares of Company Common Stock subject to (x) any Unvested Company Options, (y) any Unvested Subsidiary Rollover Options, and (z) any Vested Company Options that are Out-of-the-Money Options or Vested Subsidiary Rollover Options that are Out-of-the-Money Options). Notwithstanding anything herein to the contrary, the Fully Diluted Company Capitalization shall exclude any shares of Company Common Stock issued or issuable in connection with any Interim Financing Arrangement.
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of Company Shares outstanding as of immediately prior to the consummation of the Pre-Closing Recapitalization (and after, for the avoidance of doubt, giving effect to the Company Preferred Share Conversion, but excluding any Company Shares held by the Company in treasury), (b) the aggregate number of Company Ordinary Shares subject to Vested Company Options as of immediately prior to the consummation of the Pre-Closing Recapitalization, and (c) the aggregate number of Company Ordinary Shares issuable upon exercise of the Company Warrants as of immediately prior to the consummation of the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof). For the avoidance of doubt, the Fully Diluted Company Capitalization shall not include any Company Ordinary Shares or other capital stock of the Company issued or issuable in connection with the PIPE Financing, the Debt Financing, the Backstop Facility, the Equity Line of Credit or any Permitted Interim Financing.
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, determined on an as-converted basis, (b) the aggregate number of shares of Company Common Stock (on a net exercise basis) subject to Company Options as of immediately prior to the Effective Time, (c) the aggregate number of shares of Company Common Stock subject to Warrants as of immediately prior to the Effective Time, and (d) the aggregate number of shares of Company Common Stock subject to convertible notes as of immediately prior to the Effective Time.
Fully Diluted Company Capitalization means, without duplication, the aggregate number of shares of Company Common Stock (for clarity, after having given effect to the Option Exercise unless the Xxxxx Option is waived) outstanding as of immediately prior to the Exchange.
Fully Diluted Company Capitalization means, without duplication, the sum of
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of Company Common Shares issued and outstanding as of immediately prior to the Effective Time, determined on an as-converted to Company Common Share basis (including, for the avoidance of doubt, the number of shares of Company Common Shares issuable upon conversion of the Company Series A Preferred Shares, the Company Series B Preferred Shares and the Company Series C Preferred Shares based on the then applicable conversion ratio), and (b) the aggregate number of Company Common Shares subject to Company Equity Awards outstanding as of immediately prior to the Effective Time. For the avoidance of doubt, Fully Diluted Company Capitalization shall not include Company Common Shares reserved and available for issuance of future awards of Company Equity Awards under the Company Equity Plan.
Fully Diluted Company Capitalization means, without duplication, the sum of (a) the aggregate number of shares of Company Common Stock issued and outstanding as of immediately prior to the Intermediate Merger Effective Time, determined on an as-converted basis in accordance with the Company’s Governing Documents (including, for the avoidance of doubt, the number of shares of Company Common Stock (i) issuable upon conversion of the shares of Company Preferred Stock issued and outstanding (or issuable upon conversion of any shares of Company Preferred Stock issuable upon exercise of any Company Warrant) as of immediately prior to the Intermediate Merger Effective Time, based on the then applicable conversion ratio in accordance with the Company’s Governing Documents, (ii) resulting from the Convertible Notes Conversion and (iii) issued in connection with the Incremental Financing (or issuable upon conversion, immediately prior to the Intermediate Merger Effective Time, of any Incremental Convertible Equity Securities)), (b) the aggregate number of shares of Company Common Stock subject to Company RSU Awards and Company Options (including both Vested Company Options and Unvested Company Options, and including both Vested Company RSU Awards and Unvested Company RSU Awards) (to the extent not included in clause (a)) as of immediately prior to the Intermediate Merger Effective Time and (c) the aggregate number of shares of Company Common Stock issuable upon exercise of any Company Warrants as of immediately prior to the Intermediate Merger Effective Time (to the extent not included in clause (a)).