Fully Diluted Company Share Amount means the total number of issued and outstanding Company Ordinary Shares plus the total number of Company Ordinary Shares underlying any Company Options, Company warrants or other equity awards of the Company, in each case determined as of immediately following the Conversion but immediately prior to the consummation of the Stock Split. Fully-Diluted Company Share Amount does not include any Company Ordinary Shares issuable (i) as Merger Consideration or (ii) in the PIPE Investment.
Fully Diluted Company Share Amount means the sum of (A) the Outstanding Company Share Amount, (B) the number of shares of Company Common Stock issuable pursuant to all unvested company stock options outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than unvested company stock options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount means the sum (without duplication) of the following:
(A) the aggregate number of shares of Common Stock outstanding as of immediately prior to the Effective Time;
(B) the aggregate number of shares of Common Stock issuable upon the conversion in full of any and all shares of Series 1 Preferred Stock outstanding as of immediately prior to the Effective Time;
(C) the aggregate number of shares of Common Stock issuable upon the conversion in full of any and all shares of Series 2 Preferred Stock outstanding as of immediately prior to the Effective Time;
(D) the aggregate number of shares of Common Stock issuable upon the exercise in full of each Company Option outstanding as of the immediately prior to the Effective Time with a per share exercise price that is less than the per share value of the consideration paid or payable in respect of each Company Option pursuant to Section 1.6(a) hereof (without giving effect to Section 1.6(a)(vi));
(E) the aggregate number of shares of Common Stock issuable upon the exercise in full each Company Warrant which (1) was exercisable for shares of Common Stock, (2) remained outstanding and unexercised as of immediately prior to the Effective Time, and (3) had a per share exercise price that is less than the per share value of the consideration paid or payable in respect of each such Company Warrant pursuant to Section 1.6(b) hereof (without giving effect to Section 1.6(b)(iii)(F)); and
(F) the aggregate number of shares of Common Stock issuable upon the conversion in full of all shares of Series 1 Preferred Stock or Series 2 Preferred Stock issuable upon the exercise in full of each Company Warrant which (1) was exercisable for shares of Series 1 Preferred Stock or Series 2 Preferred Stock, (2) remained outstanding and unexercised as of immediately prior to the Effective Time, and (3) has a per share exercise price that is less than the per share value of the consideration paid or payable in respect of each such Company Warrant pursuant to Section 1.6(b) hereof (without giving effect to Section 1.6(b)(i)(F) and 1.6(b)(ii)(F)).
Examples of Fully Diluted Company Share Amount in a sentence
For purposes hereof, the "Fully Diluted Company Share Amount" means the number of shares of Company Common Stock calculated as of the close of business on the day immediately preceding the Effective Time pursuant to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by GAAP (as defined herein), which as of the close of business on January 26, 2001 and based on outstanding shares and options as of January 25, 2001, would have resulted in an Exchange Ratio of 0.6163.
For purposes of this Agreement, "Exchange Ratio" shall mean the decimal equivalent (rounded to four decimal places) of the quotient obtained by dividing the Aggregate Parent Share Amount (as defined below) by the Fully Diluted Company Share Amount (as defined below).
Any determination by the Company to satisfy this condition by setting the Acquiror Common Stock Value at the Floor Price shall require the written consent of Selling Shareholders holding not less than 80% of the Fully Diluted Company Share Amount, and such consent shall be thereafter binding on all Selling Shareholders.
Subject to Section 2.3, each share of Company Stock issued and outstanding at the Effective Time (other than shares canceled pursuant to Section 2.3(b)), including all accrued and unpaid dividends thereon, shall be exchanged and converted automatically into the right to receive such number of shares of Parent Common Stock (the "Exchange Ratio") determined by dividing (i) the Total Parent Share Amount by (ii) the Fully Diluted Company Share Amount.
The Federal Reserve was created when the clearinghouses became exposed to decisions of trusts that were not part of the clearinghouse.
More Definitions of Fully Diluted Company Share Amount
Fully Diluted Company Share Amount means the sum of (A) the number of shares of Company Common Stock (including, for the avoidance of doubt, Company Restricted Shares and Dissenting Shares) outstanding immediately prior to the Effective Time, (B) the number of shares of Company Common Stock issuable pursuant to all Company Stock Options (whether Vested Company Stock Options or Unvested Company Stock Options) outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all Company Warrants outstanding immediately prior to the Effective Time, and (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and Company Warrants) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Amount means the number of shares of Company Common Stock calculated as of the close of business on the day immediately preceding the Effective Time pursuant to the Treasury Stock Method (assuming a 35% effective tax rate) as defined by GAAP (as defined herein), which as of the close of business on January 26, 2001 and based on outstanding shares and options as of January 25, 2001, would have resulted in an Exchange Ratio of 0.6163. For purposes hereof, the "Aggregate Parent Share Amount" means the following:
Fully Diluted Company Share Amount means the aggregate number of issued and outstanding shares of common stock of the Company at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Warrants at the Effective Time, plus the aggregate number of shares of common stock of the Company subject to purchase pursuant to all Company Stock Options at the Effective Time.
Fully Diluted Company Share Amount shall be the sum of, without duplication, (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement), (B) the aggregate number of shares of Company Common Stock issuable pursuant to all Company Options outstanding immediately prior to the Effective Time, and (C) the aggregate number of shares of Company Common Stock issuable pursuant to warrants, convertible securities and any other rights to acquire shares of Company Common Stock outstanding immediately prior to the Effective Time, except the aggregate number of shares of Company Preferred Stock that shall receive the Liquidation Preference Payment in accordance with Section 1.5(a).
Fully Diluted Company Share Amount means the aggregate number of fully-diluted shares of capital stock of the Company as of the Effective Time, as listed on Schedule 1.6(b)(iii)(B) to be attached hereto on or before the Effective Time, which shall equal the sum of (1) all shares of Company Common Stock and Preferred Stock on a fully diluted and as-converted basis and all other capital stock of the Company outstanding as of the Effective Time (each, a "Company Share" and collectively, the "Company Shares"), (2) all Company Options (as defined in Section 1.8 of this Agreement) and Company Warrants outstanding as of the Effective Time less the Assumed Options and Assumed Warrants and (3) any other rights, calls, commitments or other agreements to which the Company is a party or by which it is bound as of the Effective Time that calls for the issuance of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company (each, a "Convertible Security" and collectively, the "Convertible Securities");
Fully Diluted Company Share Amount means, as of immediately following the Reclassification and immediately prior to the consummation of the Stock Split, the total number of issued and outstanding Company Ordinary Shares, plus the total number of Company Ordinary Shares underlying any outstanding Vested Company Options, plus the total number of Company Ordinary Shares underlying any outstanding Company Preferred Warrants (after giving effect to the Conversion). Fully-Diluted Company Share Amount does not include any Company Ordinary Shares issuable in the PIPE Investment or any Company Ordinary Shares underlying any outstanding Unvested Company Options.
Fully Diluted Company Share Amount means the fully diluted shares of Company Stock, as of the Effective Time, calculated on an as converted to common basis, including without limitation, the following securities of the Company: (i) all outstanding Company Stock, (ii) all Company Stock issued or issuable upon the conversion of outstanding shares of preferred stock, and (iii) to the extent not otherwise cancelled pursuant to Section 3.3(a) or 3.3(b), all Company Stock issued or issuable upon the exercise, conversion or exchange of all outstanding Company Options, Company Rights (other than the Company Rights set forth on Schedule 3.3(b), unless exercised prior to the Effective Time), rights or other convertible or exchangeable securities.