Fully Diluted Parent Shares definition

Fully Diluted Parent Shares means, as of immediately prior to the Effective Time, the sum of (without duplication) (i) the aggregate number of Parent Ordinary Shares then outstanding, plus (ii) the aggregate number of Parent Ordinary Shares subject to issuance pursuant to then outstanding In-the-Money Parent Options (whether or not vested), plus (iii) the aggregate number of Parent Ordinary Shares subject to issuance pursuant to then outstanding Parent RSU Awards (whether or not vested), plus (iv) the aggregate number of Parent Ordinary Shares then subject to issuance pursuant to the Parent Convertible Notes assuming full conversion thereof at a conversion price of $2.60; provided, however, that, notwithstanding the foregoing, Fully Diluted Parent Shares shall not include any Parent Ordinary Shares issuable pursuant to the Eros Pre-Closing Equity Financing. For the avoidance of doubt, Fully Diluted Parent Shares shall be calculated prior to, and without giving effect to, the PIPE Investment.
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Fully Diluted Parent Shares means the number of outstanding shares of Parent Common Stock as of immediately before the Effective Time on a fully-diluted, as converted and as exercised basis, including shares of Parent Common Stock underlying outstanding Parent Stock Awards and any other outstanding Parent Securities convertible into or exercisable for shares of Parent Common Stock. For the avoidance of doubt, Fully Diluted Parent Shares shall include (i) any and all shares of Parent Common Stock underlying Parent Stock Awards that are settled only in cash, or in cash or stock, other than up to 182,110 shares of Parent Common Stock underlying restricted stock units that are settled only in cash and outstanding as of the date hereof and (ii) in the case of Parent Stock Awards, the maximum number of shares of Parent Common Stock underlying such Parent Stock Awards.
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Fully Diluted Parent Shares means 4,769,026 shares of Parent Common Stock or the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time plus all shares of Parent Common Stock issuable immediately prior to the Effective Time upon exercise of all outstanding Parent Stock Options, without regard to whether or not any such Parent Stock Option is then exercisable in accordance with its terms.
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Examples of Fully Diluted Parent Shares in a sentence

  • At the latest practicable time prior to the Closing so as to allow the parties to calculate the Exchange Ratio, Parent shall deliver to the Company a certificate, duly executed by an executive officer of Parent, setting forth the number of Fully Diluted Parent Shares as of the Closing, together with reasonable supporting documentation.

  • An example of the calculation of the number of Acquisition Shares, based on the Fully Diluted CAG Shares Outstanding and the Fully Diluted Parent Shares Outstanding, and the Exchange Ratio, in each case, as of the date hereof, is set forth on Schedule A-1 attached hereto, solely for illustrative purposes (the “Sample Calculation”).

  • For example, if the Parent's Cash Position is $2,595,000, then the total number of Transaction Shares issued to the Target Shareholders shall equal 60.1% (as opposed to 60.0%) of the Fully Diluted Parent Shares.

  • Notwithstanding the foregoing, the aggregate number of Transaction Shares issued in the Merger (as may be adjusted under this Section 1.7(b), but not including the Additional Shares described in Section 10.1(b)) shall not exceed 62% of the Fully Diluted Parent Shares.


More Definitions of Fully Diluted Parent Shares

Fully Diluted Parent Shares means, as of immediately prior to the Effective Time, the sum of (without duplication) (i) the aggregate number of Parent Ordinary Shares then outstanding, plus (ii) the aggregate number of Parent Ordinary Shares
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Fully Diluted Parent Shares shall be determined as if (a) all shares of preferred stock of Parent as are, or are required to be, issued and outstanding have been converted into Parent Stock at the applicable rate(s) of conversion, (b) all warrants, stock options and other contractual rights (including without limitation any “anti-dilution” rights) to acquire or receive Parent Stock have been exercised or otherwise fulfilled, and (c) all other securities convertible or exchangeable, whether directly or indirectly, into shares of Parent Stock or shares of preferred stock of Parent have been converted or exchanged, including without limitation convertible debt and any shares of Parent Stock or other securities required to be issued, excluding in all cases, issuances to the Urigen Stockholders as a result of the consummation of the Merger.
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Related to Fully Diluted Parent Shares

  • 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).

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • 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.

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • 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.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Fully Diluted means all outstanding shares of Common Stock and all shares issuable in respect of securities convertible into or exchangeable or exercisable for such Common Stock, stock appreciation rights or options, warrants and other irrevocable rights to purchase or subscribe for such Common Stock or securities convertible into or exchangeable or exercisable for such Common Stock; provided that no Person shall be deemed to own such number of Fully Diluted shares of any Common Stock as such Person has the right to acquire from any Person other than the Company.

  • 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.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Parent Common Shares means the common shares of the Parent;

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Common Stock means the common stock of the Company.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Ordinary Shareholder means a holder of ordinary shares;

  • Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Common Shareholders means the holders of the Common Shares.