Fully Diluted Share Amount means, with respect to the calculation of any Milestone Amount pursuant to this Agreement, the sum of (a) the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus (b) the aggregate number of shares of Company Common Stock issuable upon exercise of Covered Equity Awards and Covered Out-of-the-Money Options.
Fully Diluted Share Amount means the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, excluding shares of Company Common Stock issuable upon conversion of the shares of Company Series C Preferred Stock outstanding as of immediately prior to the Effective Time.
Fully Diluted Share Amount means the sum of the following (without double-counting): (a) the aggregate number of all Common Shares issued and outstanding immediately prior to the Effective Time; (b) the aggregate number of Common Shares issuable upon conversion of the Series A Preferred Shares and Series B Preferred Shares issued and outstanding immediately prior to the Effective Time and (c) the number of Common Shares issuable upon exercise of all Vested Company Options.
Examples of Fully Diluted Share Amount in a sentence
The Company has delivered, or cause to be delivered, to BLAC (i) Participating Stockholder Xxxxxxxx duly executed by Participating Company Stockholders holding at least 60% of the Company Fully Diluted Share Amount, (ii) and Non-Participating Stockholder Xxxxxxxx executed by each of the Non-Participating Company Stockholders.
As of the Amendment Date, (i) 1,887,070 shares of Company Common Stock are issued and outstanding and (ii) the Company Fully Diluted Share Amount is 1,887,070.
Section 2.02(d) Fully Diluted Share Amount.......................................
The Company shall use its best efforts to cause the holders of (a) at least 60% of the Company Fully Diluted Share Amount to execute Participating Stockholder Joinders to this Agreement and become Participating Company Stockholders on or prior to the Closing, and (b) 100% of the Company Fully Diluted Share Amount to execute Joinders to this Agreement prior to the Closing.
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More Definitions of Fully Diluted Share Amount
Fully Diluted Share Amount means, as of immediately prior to the Effective Time, the sum of the following (without double-counting): (a) the aggregate number of shares of (i) Company Common Stock and (ii) Company Preferred Stock on an as-converted basis, in each case, that are issued and outstanding as of immediately prior to the Effective Time and (b) the number of shares of Company Capital Stock issuable upon exercise, conversion or exchange of all In-the-Money Company Options and In-the-Money Warrants.
Fully Diluted Share Amount means the sum of (A) the number of shares of Common Stock outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, Restricted Shares) plus (B) the number of shares of Common Stock issuable upon conversion of all of the shares of Preferred Stock outstanding immediately prior to the Effective Time (treating the Warrants that have been exercised prior to the Effective Time as the number of shares of Series C Preferred Stock issuable by the Company pursuant to Section 2.1(e)(ii) in respect of such Warrants) plus (C) the number of Participation Rights, which, at the time of any Measuring Date, constitutes In The Money Company Options.
Fully Diluted Share Amount means, as of immediately prior to the Effective Time, the sum of the following (without double-counting): (a) the aggregate number of shares of (i) Company Common Stock and (ii) Company Preferred Stock, in each case, that are issued and outstanding as of immediately prior to the Effective Time and (b) the number of shares of Company Capital Stock issuable upon exercise, conversion or exchange of all securities issued and outstanding as of immediately prior to the Effective Time that are exercisable, convertible and/or exchangeable for shares of Company Capital Stock, including all Company Warrants and Company Options (whether or not vested).
Fully Diluted Share Amount means the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Stock Purchase Closing, (ii) the number of shares of Company Common Stock into which the Company Preferred Stock could be converted immediately prior to the Stock Purchase Closing, and (iii) the number of shares of Company Common Stock and Company Preferred Stock, on an as-converted basis, issuable upon exercise of all Company Stock Options that have been granted or committed to be granted and not exercised or canceled prior to the Stock Purchase Closing; and
Fully Diluted Share Amount means the sum of the following (without double-counting): (i) the aggregate 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 exercise, conversion or exchange of all securities (whether or not vested) issued and outstanding immediately prior to the Effective Time that are exercisable, convertible or exchangeable for shares of Company Common Stock; and (iii) any other rights convertible into, or exercisable or exchangeable for, shares of Company Common Stock on an as-converted, exercised or exchanged basis. The Fully Diluted Share Amount will not include any shares of Company Preferred Stock (or shares of Company Common Stock that are issuable upon the conversion thereof) that are not converted or deemed to be converted immediately prior to the Effective Time in accordance with the Certificate of Incorporation.
Fully Diluted Share Amount means, as of immediately prior to the First Merger Effective Time, the sum of the following (without double-counting): (a) the aggregate number of shares of (i) Company Common Stock and (ii) Company Preferred Stock on an as-converted basis, in each case, that are issued and outstanding as of immediately prior to the First Merger Effective Time and (b) the number of shares of Company Capital Stock issuable upon exercise, conversion or exchange of all securities issued and outstanding as of immediately prior to the First Merger Effective Time that are exercisable, convertible and/or exchangeable for shares of Company Capital Stock, including all Company Options and Company Warrants.
Fully Diluted Share Amount means, in each case as of immediately prior to the Effective Time, (i) the aggregate number of shares of Company Common Stock, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the conversion of the shares of Company Preferred Stock, plus (iii) the aggregate number of shares of Company Common Stock issuable upon the exercise of Vested Company Stock Options that are In the Money, plus (iv) the aggregate number of shares of Company Common Stock issuable upon the exercise of, or otherwise represented by, Company RSUs, plus (v) the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Warrants that are In the Money, plus (vi) the aggregate number of shares of Company Common Stock issuable or potentially issuable pursuant to, or serving as a measurement benchmark with respect to, any other Company Securities, other than any such shares issuable pursuant to any (x) Company Stock Options that are not In the Money and that are cancelled at the Effective Time without any right to any consideration or (y) Company Warrants that are not In the Money and that do not entitle the holder there of to any consideration or other payment of any kind or any other rights at or after the Effective Time.