Fully Diluted Ordinary Shares definition

Fully Diluted Ordinary Shares means the Company’s outstanding Ordinary Shares and Ordinary Shares issued or issuable upon conversion of any of the Company’s outstanding preference shares, or upon exercise of outstanding rights, options and warrants to acquire Ordinary Shares and any other Ordinary Share equivalents.
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Fully Diluted Ordinary Shares means, at any time, the aggregate Ordinary Shares then outstanding, assuming the conversion of all CPECs or other securities convertible into or exchangeable for Ordinary Shares, and the exercise of any and all in-the-money options, warrants, or other rights to purchase or acquire Ordinary Shares or CPECs.
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Fully Diluted Ordinary Shares has the meaning set forth in Section 2(l)(i).
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Examples of Fully Diluted Ordinary Shares in a sentence

  • The entity appointed as the TPG Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Fully Diluted Ordinary Shares held by the TPG Entities and their Permitted Transferees.

  • Notwithstanding the foregoing, the TPG Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Fully Diluted Ordinary Shares held by the TPG Entities and their Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power.

  • All AARK Ordinary Shares that are issued and outstanding immediately prior to the Amalgamation Effective Time shall remain issued and outstanding following the Amalgamation Effective Time and represent Equity Securities of the Amalgamated Entity equal to the Sole Shareholder’s Pro Rata Portion of all issued and outstanding AARK Fully Diluted Ordinary Shares.

  • All of the shares of Amalgamation Sub that are issued and outstanding as of immediately prior to the Amalgamation Effective Time shall be automatically converted pursuant to the Amalgamation into a number of AARK Ordinary Shares equal to Parent’s Pro Rata Portion of the AARK Fully Diluted Ordinary Shares.

  • Notwithstanding the foregoing, the Modular Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Fully Diluted Ordinary Shares held by Modular and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power.

  • The Investor’s pro rata share, for purposes of this right, is the ratio of the number of Fully Diluted Ordinary Shares owned by the Investor immediately prior to the issuance of New Securities to the total number of Fully Diluted Ordinary Shares outstanding immediately prior to the issuance of New Securities.

  • For the purposes of clarity, it is the parties intent that from and after the closing of the transactions contemplated by the Purchase Agreement and the concurrent closing of the Specified Redemption, and except as contemplated by Section 5 and Section 10.2 hereof, the Investor shall at all times during the term of this Agreement own 40% of the Company’s Fully Diluted Ordinary Shares.

  • The entity appointed as the Modular Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Fully Diluted Ordinary Shares held by Modular and its Permitted Transferees.


More Definitions of Fully Diluted Ordinary Shares

Fully Diluted Ordinary Shares means, at any time, the aggregate Ordinary Shares then outstanding, assuming the conversion of all CPECs or other securities convertible into or exchangeable for Ordinary Shares, and the exercise of any and all in-the-money options, warrants, or other rights to purchase or acquire Ordinary Shares or CPECs. For purposes of this definition, (a) “Ordinary Shares” shall mean the ordinary shares of Luxco, par value €1.25 per ordinary share; provided that if any ordinary equity securities of Dutchco or any other subsidiary of Luxco are distributed by Luxco to Luxco’s securityholders in a reorganization, liquidation or similar transaction of Luxco or otherwise, such distributed securities will be Ordinary Shares for purposes of this Agreement, and (b) “CPECs” shall mean the convertible preferred equity certificates, par value €1.25 per certificate, issued by Luxco, and, if applicable, any additional series of convertible preferred equity certificates duly authorized and issued by Luxco from time to time.
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Related to Fully Diluted Ordinary Shares

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then outstanding Common Stock Equivalents.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Common Shares means the common shares in the capital of the Corporation;

  • Fully Diluted or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding Convertible Securities and all Shares reserved for issuance under the ESOP as issued and outstanding;

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.