Fully Diluted Number of Company Shares definition

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for shares of Company Common Stock or other capital stock of the Company, with an exercise price or conversion price equal to or less than the Per Share Amount, outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer.

Fully Diluted Number of Company Shares means the sum of the (x) aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (y) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable for or convertible into shares of Company Common Stock or other capital stock of the Company, any of which is outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer (but excluding any Top-Up Shares).

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of Company Common Shares outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer, plus (ii) the aggregate number of Company Common Shares issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for Company Common Shares or other capital stock of the Company outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer. A “Triggering Event” shall be deemed to have occurred if (A) the Board of Directors of the Company (or, if applicable, any committee thereof) shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the Merger or the matters to be considered at the Special Shareholders Meeting or failed to reconfirm its recommendation within 15 business days after receiving a written request from Parent to do so, or approved or recommended any Takeover Proposal in respect of the Company or (B) the Board of Directors of the Company or any committee thereof shall have resolved to take any of the foregoing actions; provided that (x) actions taken by the Board of Directors of the Company in accordance with the proviso to Section 5.1.3(i) of the Agreement shall not be deemed to be a withdrawal or modification of its approval or recommendation of the Offer or the Merger or the matters to be considered at the Special Shareholders Meeting and (y) a “stop-look-and-listen” communication of the nature contemplated in Rules 14d-9(f) under the Exchange Act with respect to an unsolicited tender offer or exchange offer, without more, shall not be deemed to be any such withdrawal or modification if, within the period contemplated by Rule 14e-2 under the Exchange Act, the Board of Directors or the Company shall publicly confirm such approval and recommendation and recommends against the acceptance of such tender offer or exchange offer by the shareholders of the Company. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to any applicable rules and regula...

Examples of Fully Diluted Number of Company Shares in a sentence

• 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.

• 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.

• 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.

• The "Applicable Fraction" shall be the fraction (A) having a numerator equal to $23,000,000 minus the Excess Accounting and Legal Expenses, if any, and (B) having a denominator equal to the amount determined by multiplying (1) the Parent Average Stock Price by (2) the Fully Diluted Number of Company Shares.

More Definitions of Fully Diluted Number of Company Shares

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of capital stock of the Company outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of shares of capital stock of the Company (if any) issuable upon the exercise of any option or other right to acquire capital stock of the Company, or the conversion of any convertible securities, outstanding immediately prior to the Effective Time.

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of capital stock of the Company outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of capital stock of the Company issuable upon the exercise of any "in the money" option, warrant or other right to acquire capital stock of the Company, or the conversion of any convertible securities, outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer. An option or warrant shall be considered "in the money" if the Per Share Amount exceeds the exercise price of such option or warrant.

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of capital stock of the Company

Fully Diluted Number of Company Shares means the sum of: (1) 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); plus (2) the aggregate number of (x) all shares of Company Common Stock purchasable under or otherwise subject to all vested and unvested Company Options, warrants or other rights to purchase Company Common Stock outstanding immediately prior to the Effective Time, and (y) all shares of Company Common Stock into which any shares of Company Preferred Stock that are purchasable under or otherwise subject to warrants or other rights to purchase Company Preferred Stock outstanding immediately prior to the Effective Time are convertible; plus (3) the aggregate number of shares of Company Common Stock issuable upon the conversion of any convertible securities of the Company outstanding immediately prior to the Effective Time (other than shares of Company Preferred Stock) (it being understood that the Fully Diluted Number of Company Shares shall not include any shares of Company Capital Stock purchasable under or otherwise subject to any Company Options, warrants, or other rights to purchase Company Capital Stock, or that are issuable upon the conversion of any convertible securities of the Company to the extent that such Company Options, warrants, rights or convertible securities terminate effective as of the Effective Time). Notwithstanding anything to the contrary contained in Section 1.5(a) or elsewhere in this Agreement, at or promptly after the Closing, $5,000,000 of the aggregate consideration otherwise payable to the holders of Company Preferred Stock pursuant to Section 1.5(a) shall be withheld from such shareholders on a pro rata basis (based upon the total consideration payable to such shareholders, assuming that no portion of such consideration is deposited in escrow) and deposited in an escrow account (the "Escrow Account"), to be held and distributed in accordance with the terms of that certain Escrow Agreement, substantially in the form of Exhibit E (the "Escrow Agreement"). As of the Effective Time, by virtue of the Merger and in accordance with the terms of the Company Option Plans and/or the applicable Company Option, each outstanding Company Option, whether vested or unvested, shall be terminated and cancelled and shall not be assumed by Parent. Parent and the Surv...

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for shares of Company Common Stock or other capital stock of the Company outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer; provided however, for purposes of clause (ii) that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, shall not be deemed outstanding.

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of Shares outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer, plus (ii) the aggregate number of Shares issuable upon the exercise of any option, warrant, other right to acquire capital stock of Galyan’s or other security exercisable or convertible for Company Common Shares or other capital stock of Galyan’s outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer.

Fully Diluted Number of Company Shares means the sum of (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for shares of Company Common Stock or other capital stock of the Company outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer. GAAP shall mean generally accepted accounting principles under current United States accounting rules and regulations, consistently applied throughout the periods covered. In no event shall the consistent application of the historical accounting policies used by the Company have priority over GAAP, regardless of materiality.