Fully Diluted Number definition

Fully Diluted Number means the sum of (a) the aggregate number of shares of Company Capital Stock outstanding as of immediately prior to the Closing and (b) the aggregate number of shares of Company Capital Stock issuable upon exercise of all In-the-Money Vested Options outstanding as of immediately prior to the Closing.

Fully Diluted Number means the total number of Inspirato Units outstanding as of immediately prior to the Blocker Effective Time, and after giving effect to the A&R Inspirato LLCA, determined on a fully-diluted, as-if exercised basis and assuming the exercise (as applicable) and settlement of all Inspirato Options, whether or not exercised, exercisable, settled, eligible for settlement or vested and after giving effect to the repurchase by Inspirato of certain Inspirato Units.

Fully Diluted Number means the aggregate number of shares of Common Stock and Preferred Stock (on an as-converted basis) issued and outstanding as of the Closing Date (excluding, for the avoidance of doubt, shares of Unvested Restricted Stock) plus the aggregate number of shares of Common Stock and Preferred Stock subject to issuance pursuant to the Vested Options or outstanding Bridge Notes as of the Closing Date.

Examples of Fully Diluted Number in a sentence

• The "Applicable Fraction" shall be the fraction (rounded to the nearest five decimal points) (A) having a numerator equal to the Merger Consideration Shares (as defined below) and (B) having a denominator equal to the Fully Diluted Number of Company Shares.

• Along Rights shall terminate upon the effectiveness of any registration statement filed with the SEC with respect to Common Stock in an initial Public Equity Offering or subsequent Public Equity Offering if, after giving effect to such offering, at least 50% of the Fully Diluted Number of shares of Common Stock would be held by Persons unaffiliated with the Company and without restriction on transfer under the Securities Act.

• The Minimum Condition requires that there is a number of Shares validly tendered pursuant to the Offer and not withdrawn, that, including all Parent-Owned Shares, immediately prior to acceptance for payment of Shares, represent at least a majority of the Fully Diluted Number of Company Shares.

• Unless any Stock Options are canceled, expire or are otherwise terminated prior to the Closing, the Fully Diluted Number shall be 2,337,282 plus the number of shares subject to the options described in Section IV,C.

• Percentage Interest" of a particular Eligible Shareholder shall mean the percentage interest equal to the fraction having a numerator equal to the number of shares of Company Common Stock held by such Eligible Shareholder immediately prior to the Effective Time, and a denominator equal to the Fully Diluted Number of Company Shares.

More Definitions of Fully Diluted Number

Fully Diluted Number means the sum of (1) the aggregate number of outstanding shares of Company Common Stock immediately prior to the Effective Time (for the avoidance of doubt including Dissenting Common Shares but excluding Excluded Common Shares), (2) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Company Stock Options outstanding immediately prior to the Effective Time, and (3) the aggregate number of shares of Company Common Stock issuable assuming that the Company Stock Settled Rights were satisfied in Company Common Stock in accordance with the economic terms set forth in Section 3.2(c) hereof.

Fully Diluted Number means the sum of (i) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (ii) the aggregate number of shares of Common Stock for which all of the shares of Preferred Stock issued and outstanding immediately prior to the Effective Time would be converted into if converted immediately prior to the Effective Time and (iii) the aggregate number of shares of Common Stock underlying all vested In-the-Money Options issued and outstanding as of immediately prior to the Effective Time.

Fully Diluted Number means the sum, without duplication, of (1) the total number of Company Ordinary Shares outstanding immediately prior to the Effective Time, (2) the total number of shares of Series A Preferred, Series A-1 Preferred, Series B Preferred, Series C Preferred and Series D Preferred outstanding immediately prior to the Effective Time, (3) the total number of Company Ordinary Shares that are issuable upon exercise of the Outstanding Company Options outstanding immediately prior to the Effective Time, and (4) the total number of shares of Company Capital Stock that are issuable upon exercise of In-The-Money Company Warrants outstanding immediately prior to the Effective Time.

Fully Diluted Number is defined in the Business Combination Agreement.

Fully Diluted Number means the sum of (i) the number of Shares, (ii) the number of shares of Company Common Stock issuable upon the exercise of Outstanding Options and (iii) the number of shares of Company Common Stock issuable upon the exercise of Outstanding Warrants.

Fully Diluted Number means the sum of (1) the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time, (2) the aggregate number of shares of Common Stock subject to the outstanding Company Options immediately prior to the Effective Time and (3) the aggregate number of Company RSUs outstanding immediately prior to the Effective Time.

Fully Diluted Number means the sum without duplication of (a) the total number of shares of Company Capital Stock outstanding immediately prior to the Effective Time and (b) the total number of shares of Company Capital Stock (on an as-converted basis, as applicable) issuable upon the exercise (and subsequent conversion, to the extent applicable) of Company Options entitled to receive consideration under Section 1.9(a)(ii).