Fully Diluted Equity means, at any time, the number of Ordinary Shares on an as-converted and fully-diluted equity basis, as determined pursuant to the treasury method in accordance with GAAP.
Fully Diluted Equity means, at any time, the number of Ordinary Shares on an as converted and fully-diluted equity basis, as determined pursuant to the treasury method in accordance with United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession that are in effect from time to time, as codified and described in FASB Statement No. 18, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, and applied consistently throughout the periods involved.
Fully Diluted Equity means the aggregate of all issued and outstanding shares of Company Common Stock (assuming the conversion of all of the issued and outstanding shares of Company Preferred Stock) as of the Effective Time.
Examples of Fully Diluted Equity in a sentence
Malone, collectively or individually, shall not acquire or hold, directly or indirectly, an Ownership Interest that is more than the lesser of 9.2 % of the Fully Diluted Equity of Time Warner or 12.4 % of the actual issued and outstanding common stock of Time Warner, as determined by generally accepted accounting principles.
As used herein, the "Fully Diluted Equity" of the Company shall mean the Company's equity immediately following the Acquisition (as defined in the Securities Purchase Agreement) as calculated by the Federal Reserve Bank of San Francisco or the staff of the Board of Governors of the Federal Reserve System.
Each share of the Stock of the Corporation outstanding immediately prior to the effectiveness of the Merger, representing: (i) the Fully Diluted Equity of the Corporation; and (ii) all other securities of the Corporation exercisable, convertible or exchangeable for shares of Fully Diluted Equity, shall be canceled and extinguished and converted into the right to receive a proportionate amount of the Merger Consideration payable pursuant to Section 2 below.
Notwithstanding the above, if the Executive’s performance exceeds expectation, but does not reach the specified share price hurdle noted above, the Board will not unreasonably withhold the additional stock options grant to maintain her Fully Diluted Equity position at a minimum of 5%.
The shares underlying Option 4 are intended to represent a one percent (1.0%) ownership interest in the Company as of the date hereof (based on the number of shares of Fully Diluted Equity of the Company as of the date hereof, after giving effect to the issuance of Option 4).
More Definitions of Fully Diluted Equity
Fully Diluted Equity means all outstanding shares of Common Stock of Company and all other shares of Common Stock that may be issued by Company upon the exercise, conversion or exchange of all rights, options, warrants or other securities convertible into or exchangeable for shares of Common Stock (including the Convertible Preferred Stock and the Warrant), whether or not such rights, options, warrants or other securities are then vested, convertible or exercisable.
Fully Diluted Equity means, at any time, the number of Ordinary Shares on an as-converted and fully-diluted equity basis, as determined pursuant to the treasury method in accordance with United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession that are in effect from time to time, as codified and described in FASB Statement No. 18, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, and applied consistently throughout the periods involved.
Fully Diluted Equity means on any date of exercise, the Shares plus all other shares in the capital of the Company which would arise on the exercise in full of all rights (whether or not contingent and assuming full performance linked rights) to subscribe for Shares (including under this Agreement);
Fully Diluted Equity means, as of the date of determination, all issued and outstanding shares of Common Stock (assuming conversion of all securities convertible or exchangeable, directly or indirectly, into Common Stock, including all rights, warrants and options to subscribe for, purchase or otherwise acquire Common Stock or such convertible or exchangeable securities at any time on or after the date of such determination with an exercise price equal to or less than $9.82 per share of Common Stock).
Fully Diluted Equity means the Equity of the Company on an as-converted basis, assuming conversion of any options, warrants, convertible preferred stock or similar securities of the Company (including the Option and the $35 Preferred Stock) irrespective of whether the holders of any such option, warrant, preferred stock or similar security would in fact so convert.
Fully Diluted Equity means the potential number of shares in PlanetRx which includes: (a) all issued shares of common stock (whether fully or partly paid), (b) the maximum number of shares of common stock which may be issued upon: (i) the exercise of options granted by PlanetRx and (ii) conversion of securities which are convertible into shares of common stock, including but not limited to, all convertible notes, bonds and shares; and (c) shares issued by PlanetRx in any other class.
Fully Diluted Equity means (i) the number of outstanding shares of capital stock of the Company calculated on an as-converted to common stock basis, plus (ii) the number of shares subject to outstanding convertible securities calculated on an as-converted to common stock basis, plus (iii) the maximum number of shares of Series A Preferred Stock issuable at the Second Closing, as defined in the Series A Convertible Preferred Stock Purchase Agreement dated as of February 11, 2009, by and among the Company and the Investors (as defined in such Stock Purchase Agreement), such that the total value of the shares of Series A Preferred Stock is $23,125,000, plus (iv) the number of shares subject to options to acquire shares of the Company’s capital stock calculated on an as-converted to common stock basis. The per share exercise price of the Option shall equal the fair market value per share of the common stock on the date of the grant, as determined by the Board. The Option will be deemed to have commenced vesting, and, subject to your continuing performance of your consulting services in accordance with the terms of this letter and the Consulting Agreement, will continue to vest, in forty-eight equal monthly installments commencing March 1, 2009 and continuing through and including February 1, 2013. The Option shall otherwise be subject to the terms and conditions of the Company’s Amended and Restated 2007 Equity Incentive Plan. In the event of a conflict between the terms of this letter and the terms specified in the Consulting Agreement, the terms of this letter shall govern. If you agree with the terms of this letter and the extension of the Consulting Agreement, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. Sincerely GENOCEA BIOSCIENCES, INC. By: /s/ Xxxxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx Leavenworth Bakali CEO & President Agreed to and accepted: Signature: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, M.D. Dated as of June 30th, 2009 This Second Amendment to Consulting Agreement (the “Amendment”) is made as of the 16th day of December, 2010 by and among Genocea Biosciences, Inc., a Delaware corporation (the “Company”) and Xxxxxx Xxxxx (the “Consultant”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Consulting Agreement (as defined below).