Fully Diluted Share Capital definition

Fully Diluted Share Capital means, at the relevant time, the aggregate of the issued Shares and all Shares capable of being issued by the Company pursuant to all outstanding options, or outstanding rights (whether or not contingent and assuming full performance of any performance-linked rights), to subscribe for Shares or securities convertible into Shares;

Fully Diluted Share Capital means the aggregate at the time of: (i) the issued share capital of the Company; (ii) in respect of Section 5(a)(i) and (ii) only, all shares capable of being issued by the Company upon the exercise of any additional options authorised pursuant to the terms of such Qualified Financing or Non-Qualified Financing; and (iii) all shares capable of being issued by the Company pursuant to any outstanding rights to subscribe for, or convert any security into, shares as if all those outstanding rights had been exercised in full (including all outstanding warrants, convertible loan notes, advance subscriptions and all other convertible or exercisable securities then outstanding) but excluding: (A) the shares to be issued under this Agreement; and (B) in respect of Section 5(a)(iii) only, all shares capable of being issued by the Company in respect of unallocated and/or unvested options;

Fully Diluted Share Capital means the ordinary share capital of the Company on an “as converted” basis being the number of Shares in issue if all outstanding options, warrants and other rights to subscribe for or to convert into Shares at the relevant date had been exercised in full. Notwithstanding the foregoing, the Aggregate Share Limit shall immediately and automatically and without any further action by the Company’s shareholders or the Board, revert to 14.6 percent of the Fully Diluted Share Capital on such date or event as may be established by the Company’s shareholders in any waiver. Subject to adjustment under Section 6, no more than 7,000,000 Shares may be used for Incentive Stock Options (as defined at Section 5.2(a) below). If any Award expires or is terminated, surrendered or cancelled without having been fully exercised or is forfeited in whole or in part (including as the result of shares in the capital of the Company being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or results in any such shares not being issued, the unused shares covered by such an Award shall again be available for the grant of Awards under the Plan. Further, shares in the capital of the Company tendered to the Company by a Participant to exercise an Award shall be added to the number of shares available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

Examples of Fully Diluted Share Capital in a sentence

• Notwithstanding the foregoing, the Aggregate Share Limit shall immediately and automatically and without any further action by the Company’s shareholders or the Board, revert to 14.6 percent of the Fully Diluted Share Capital on such date or event as may be established by the Company’s shareholders in any waiver.

• This is to certify that:[ ]is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:[ ] ([ ]) WARRANTSto purchase such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

• This Individual Warrant Certificate is issued in respect of in aggregate [ ] Tranche A warrants which entitle the holder thereof to purchase such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).

• This Individual Warrant Certificate is issued in respect of in aggregate [ ] Tranche C warrants which entitle the holder thereof to purchase (without charge) such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).

• This is to certify that:[ ]is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:[ ] ([ ]) WARRANTS to purchase (without charge) such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

More Definitions of Fully Diluted Share Capital

Fully Diluted Share Capital amount of share capital of the Company calculated as a sum of (a) total nominal value of all Shares actually issued plus (b) total nominal value of all Shares which would be issued upon the exercise or conversion of all vested and unvested options, convertible loans and other instruments giving their holders the right to acquire Shares plus (c) total nominal value of all Shares reserved for future issuance under any option or similar plan of the Company.

Fully Diluted Share Capital means the amount of share capital of the Company calculated as a sum of (a) the total nominal value of all issued Shares plus (b) the total nominal value of all Shares which would be issued upon the exercise or conversion of all actually issued convertible loans and other instruments giving their holders the right to acquire Shares plus (c) total nominal value of all Shares reserved for future issuance under any agreed option pool or approved option or similar plan of the Company or any such plan created or increased in connection with Qualified Financing, excluding the Shares to be issued by the conversion contemplated by this Agreement and any other convertible loan or similar instrument converted simultaneously with the Outstanding Debt under this Agreement.

Fully Diluted Share Capital means 77,261,116; “Group” in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company, and each company in a group is a member of the group;

Fully Diluted Share Capital means at any time the number of shares that the Company would have in issue at the relevant time if all options, warrants, conversion rights and any other rights whatsoever of any person to acquire shares in the Company had been exercised and the shares the subject of such rights had been issued;

Fully Diluted Share Capital means the aggregate of all the issued shares in the company and any shares which would be issued if all securities of the company which are convertible into shares were so converted.

Fully Diluted Share Capital means the number of shares in capital of the Spin Out Company on a fully-diluted basis, including (i) conversion or exercise of all securities convertible into or exercisable for shares in the capital of the Spin Out Company, (ii) exercise of all outstanding options and warrants to subscribe for shares in the capital of the Spin Out Company; and (iii) the shares reserved or authorised for issuance under the Spin Out Company’s share option plan created or to be created; but excluding the Conversion;

Fully Diluted Share Capital means the share capital of the Company on a fully diluted basis from time to time;