Fully Diluted Company Common Shares means the sum of (i) the As-Converted Company RSUs, and (ii) the number of Company Common Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time, which shall (x) include any Company Common Shares issued in connection with the Company Warrant and Option Settlement and (y) exclude the Interim Company Shares; and (iii) the As-Converted Company Warrants;
Fully Diluted Company Common Shares means the aggregate number of (i) Company Common Shares issued and outstanding at the Effective Time plus (ii) Company Purchase Rights Shares issuable upon exercise of the Company Purchase Rights outstanding immediately prior to the Effective Time.
Fully Diluted Company Common Shares means (a) the aggregate number of Company Common Shares outstanding immediately prior to the Closing (other than Company Common Shares owned by the Company which are to be cancelled and retired in accordance with Section 1.5(e)), plus (b) the aggregate number of Company Common Shares underlying the Company RSUs outstanding immediately prior to the Closing as determined under Section 1.5(c), plus (c) the aggregate number of Company Common Shares underlying the Company PSUs outstanding immediately prior to the Closing as determined under Section 1.5(d), plus (d) the number of Company Common Shares underlying the Company Warrants.
Examples of Fully Diluted Company Common Shares in a sentence
We subsequently made a number of structural changes to the programme.
For the avoidance of doubt, each Fully- diluted Stockholder shall only be obligated to contribute such Fully-Diluted Stockholder’s pro rata portion (based on the Fully-Diluted Company Common Shares) of the Merger Consideration to the Indemnity Escrow.
Parent will make available to the Exchange Agent, as needed, (i) an aggregate amount of cash equal to the product of (A) the aggregate Cash Election Shares t imes (B) the Per Share Cash Election Consideration to be delivered in respect of the Fully-Diluted Company Common Shares (as adjusted pursuant to Section 4.1(a)(ii)) and (ii) the Escrowed Merger Consideration to be held in accordance with the terms of the Escrow Agreement.
More Definitions of Fully Diluted Company Common Shares
Fully Diluted Company Common Shares means the number of shares of Company Common Stock equal to the sum of (a) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including all Company Common Stock issuable upon conversion of all outstanding shares of Company Preferred Stock outstanding immediately prior to the Effective Time which shall be converted on a one for one basis into Company Common Stock immediately prior to the Effective Time of the Merger) plus (b) the aggregate number of shares of Company Common Stock into or for which any Company Options or any Company Warrants may be converted, exercised or exchanged.
Fully Diluted Company Common Shares means the sum, without duplication, of (a) the aggregate the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any shares of Company Common Stock underlying Company Restricted Stock Awards, but excluding Cancelled Shares), plus (b) the aggregate number of shares of Company Common Stock underlying In-the-Money Options.
Fully Diluted Company Common Shares means the sum of (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, including Company Common Stock issued in connection with exercise of Company Options and Company Warrants and (ii) the aggregate number of shares of Company Common Stock issuable pursuant to rights to purchase or otherwise acquire Company Common Stock outstanding immediately prior to the Effective Time, if any, including, but not limited to, the aggregate number of shares of Company Common Stock (1) that would be issued to the holders of Company Preferred Stock outstanding immediately prior to the Effective Time if such Company Preferred Stock were converted into Company Common Stock immediately prior to the Effective Time, (2) issuable under Company Options for Company Common Stock outstanding immediately prior to the Effective Time, (3) issuable under Company Options for Company Preferred Stock outstanding immediately prior to the Effective Time, assuming all such options are exercised and the Company Preferred Stock issued thereunder were converted into Company Common Stock immediately prior to the Effective Time, (4) issuable under Company Warrants for Company Preferred Stock outstanding immediately prior to the Effective Time, assuming all such warrants are exercised (to the extent exersiable immediately prior to the Effective Time) and the Company Preferred Stock issued thereunder were converted into Company Common Stock immediately prior to the Effective Time (assuming the maximum number of shares of Company Common Stock covered by such warrants are then exercisable and issuable) and (5) issuable pursuant to any and all other outstanding warrants, calls, subscriptions, conversion, exchange or other similar rights, agreements or commitments to acquire any shares of Company capital stock which are exercisable immediately prior to the Effective Time, treated as if converted or exercised for Company Common Stock.
Fully Diluted Company Common Shares shall be that number of shares of equal to the sum of (i) the Common Stock Outstanding, (ii) the Preferred Stock Outstanding, (iii) the Attributable Options, (iv) the Attributable Warrants, if any, and (v) the Other Rights Outstanding, if any.
Fully Diluted Company Common Shares means the sum of (i) the As-Converted Company Series II Preferred Shares, (ii) the As-Converted Company Series IX Preferred Shares, (iii) the As-Converted Company Options, (iv) the As-Converted Company RSUs, and (v) the number of Company Class A Common Shares and Company Class B Common Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time, including, for greater certainty, any Company Class A Common Shares issued in connection with the Company Warrant Settlement;
Fully Diluted Company Common Shares means the sum of (i) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, including Company Common Stock issued in connection with exercise of Company Options and Company Warrants and (ii) the aggregate number of shares of Company Common Stock issuable pursuant to rights to purchase or otherwise acquire Company Common Stock outstanding immediately prior to the Effective Time, if any, including, but not limited to, the aggregate number of shares of Company Common Stock (1) that would be issued to the holders of Company Preferred Stock outstanding immediately prior to the Effective Time if such Company Preferred Stock were converted into Company Common Stock immediately prior to the Effective Time, (2) issuable under Company Options for Company Common Stock outstanding immediately prior to the Effective Time, (3) issuable under Company Options for Company Preferred Stock outstanding immediately prior to the Effective Time, assuming all such options are exercised and the Company Preferred Stock issued thereunder were converted into Company Common Stock immediately prior to the Effective Time, (4) issuable under Company Warrants for Company Preferred Stock outstanding immediately prior to the Effective Time, assuming all such warrants are exercised (to the extent exersiable immediately prior to the Effective Time) and the Company Preferred Stock issued thereunder were converted into Company Common Stock immediately prior to the Effective Time (assuming the maximum number of shares of Company Common Stock covered by such warrants are then exercisable and issuable) and (5) issuable pursuant to any and all other outstanding warrants, calls, subscriptions, conversion, exchange or other similar rights, agreements or commitments to acquire any shares of Company capital stock which are exercisable immediately prior to the Effective Time, treated as if converted or exercised for Company Common Stock. The aggregate amount of cash to be paid to each holder hereunder shall be calculated by aggregating all shares of Company Common Stock held by such holder, so that the aggregate amount of cash to be paid to such holder shall be equal to the aggregate number of shares of Company Common Stock held by such holder, multiplied by the Cash Exchange Ratio (the “Cash Consideration,” or the “Merger Consideration”), rounded to the nearest whole cent, with $0.005 and higher rounded upwards.
Fully Diluted Company Common Shares means the sum, without duplication, of