Fully Diluted Company Share Number means the sum, without duplication, of the aggregate number of Company Shares that are issued and outstanding immediately prior to the Closing (including Company Shares issued upon the exercise of (A) Company Options, Company Warrants or (B) other direct or indirect rights to acquire Company Shares that are issued and outstanding immediately prior to the Closing (whether or not then vested or exercisable)).
Fully Diluted Company Share Number means the sum, without duplication, of (a) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time and (b) the aggregate number of shares of Company Common Stock issuable upon exercise of Company Options outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Number means the sum of (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 Contract and including any such shares subject to issuance pursuant to Company Stock Options exercised prior to the Effective Time or pursuant to the exercise of the Company Warrant), (b) the aggregate number of shares of Company Common Stock purchasable under or otherwise subject to Company Stock Options that are outstanding immediately prior to the Effective Time (whether or not such Company Stock Options are immediately exercisable), (c) the aggregate number of shares of Company Common Stock issuable upon the conversion (at the applicable conversion ratio) of all shares of Company Preferred Stock (other than Acquiror-Held Company Securities) outstanding immediately prior to the Effective Time, and (d) the aggregate number of shares of Company Common Stock issuable upon the conversion or exercise of any other convertible securities of the Company or Company Stock Rights outstanding immediately prior to the Effective Time.
Examples of Fully Diluted Company Share Number in a sentence
The “Per Share Merger Consideration” into which each Company Share issued and outstanding immediately prior to the Effective Time shall be converted shall be equal to the quotient of (i) the Merger Consideration divided by (ii) the Fully Diluted Company Share Number.
More Definitions of Fully Diluted Company Share Number
Fully Diluted Company Share Number means the sum of (1) the number of shares of Common Stock issued and outstanding as of immediately prior to the Effective Time, plus (2) the number of shares of Common Stock subject to Eligible Company Options as of immediately prior to the Effective Time, plus (3) the number of shares of Common Stock into which all shares of Preferred Stock issued and outstanding as of immediately prior to the Effective Time would be converted if such shares of Preferred Stock were converted into shares of Common Stock pursuant to the Company Charter (regardless of whether actually converted).
Fully Diluted Company Share Number means the sum of, without duplication:
Fully Diluted Company Share Number shall be the sum of, without duplication: (A) the aggregate number of shares of Outstanding Common Stock (including: (1) any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other Contract; (2) any such shares subject to issuance pursuant to Options that are exercised prior to the Effective Time; and (3) any such shares subject to issuance pursuant to the conversion prior to the Effective Time of any Preferred Stock); plus (B) the aggregate number of shares of Capital Stock purchasable under or otherwise subject to Outstanding Vested Options and Outstanding Unvested Options (it being understood that any other rights to purchase or acquire Capital Stock that terminate as of the Effective Time, if not exercised prior to the Closing, shall not be included in the Fully Diluted Company Share Number); plus (C) the aggregate number of shares of Common Stock that would be issuable upon the conversion of any convertible securities of the Company (other than shares of Preferred Stock) outstanding immediately prior to the Effective Time.
Fully Diluted Company Share Number means the sum of, without duplication: (i) the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (including shares issued upon exercise of Company Options (other than Underwater Options) contingent on the Merger, if any, but excluding any Treasury Shares), plus (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all Company Securities (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, calculated on a fully diluted, as converted to Company Common Stock basis (including all shares of Company Common Stock (a) issuable upon conversion of any issued and outstanding Company Preferred Stock or (b) subject to Company Options (other than Underwater Options) that are outstanding as of immediately prior to the Effective Time, but excluding any Treasury Shares).
Fully Diluted Company Share Number means the number of shares, without duplication, equal to (a) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Company Common Stock issuable upon the exercise of Vested Company Options immediately prior to the Effective Time (assuming, in each case, all such Vested Company Options were exercised in full by payment of cash).
Fully Diluted Company Share Number means, as of the date of determination thereof, the sum of (A) the aggregate number of shares of Company Common Stock then issued and outstanding and (B) the aggregate number of shares of Company Common Stock issuable under, or otherwise subject to, any Purchase Rights then outstanding (including any Purchase Rights that are unvested or are otherwise not then exercisable).
Fully Diluted Company Share Number shall be the sum of: (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including: (1) any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other Contract; (2) any such shares subject to issuance pursuant to Company Options and Company Warrants that are exercised or deemed exercised as of immediately prior to the Effective Time; and (3) any such shares subject to issuance pursuant to any Company Preferred Stock converted to Company Common Stock prior to the Effective Time); plus (B) the aggregate number of shares of Company Common Stock issuable upon the conversion of Company Preferred Stock outstanding immediately prior to the Effective Time; plus (C) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to Company Options (whether vested or unvested) outstanding immediately prior to the Effective Time; plus (D) the aggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights (other than Company Options and Company Warrants) to acquire shares of Company Capital Stock (whether or not immediately exercisable) outstanding immediately prior to the Effective Time; plus (E) the aggregate number of shares of Company Common Stock issuable upon the conversion of any convertible securities of the Company (other then shares of Company Preferred Stock) outstanding immediately prior to the Effective Time.