Fully Diluted Share Count definition

Fully Diluted Share Count means the sum of (x) the number of shares of Common Stock outstanding on the Closing Date plus (y) the number of shares of Common Stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe for Common Stock that are outstanding on the Closing Date (excluding any shares of Common Stock issuable (a) pursuant to Section 3.6 of the Merger Agreement, (b) upon conversion of shares of Series A Preferred Stock, (c) upon the exercise of any warrant with an exercise price of $11.50 or higher or (d) upon the exercise of any equity issued pursuant to the Company’s long term incentive plan or other equity plan with a strike price of $11.50 or higher).

Fully Diluted Share Count means the sum of: (a) the aggregate number of shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time plus (b) the aggregate number of shares of Common Stock issuable upon the exercise in full of the Options.

Fully Diluted Share Count means, as of any date, the sum of (x) the number of shares of Common Stock outstanding on such dateplus (y) the number of shares of Common Stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe for Common Stock that are outstanding on such date.

Examples of Fully Diluted Share Count in a sentence

• AIT will xxxxx Xxxx, subject to the consummation of the IPO, restricted ordinary shares of AIT equal to 3% of all issued and outstanding shares + stock options (Fully Diluted Share Count) of AIT after the completion of the IPO, including any green shoe (or similar).

• The Prospectus Supplement disclosed that, in accordance with the terms of the Merger Agreement, Illumina has set the Alternative Consideration at a number of shares of Illumina Common Stock obtained by dividing the Aggregate Alternative Consideration (as defined below) by the GRAIL Fully Diluted Share Count.

• Parent shall have received executed Joinder Agreements signed by the Company Securityholders, and duly executed and completed Letters of Transmittals and Certification Forms, from Company Securityholders that hold shares of Company Capital Stock and Phantom Share Equivalents that, taken together, constitute at least 97% of the Fully Diluted Share Count as of immediately prior to the Closing, each of which shall be in full force and effect.

• Illustrative Share Count Analysis Fully Diluted Share Count Calculation—Treasury Stock Method Common Shares Outstanding(1) 16,569,965 Non-qualified Stock Options Outstanding(2) 1,581,715 Warrants Outstanding(2) 1,689,764 Total Number of Common Shares, Options and Warrants 19,841,444 Less: Shares Repurchased with Option Proceeds(3) (706,394) Less: Shares Repurchased with Warrant Proceeds(3) (474,291) Fully Diluted Share Count using Treasury Stock Method 18,660,759 (1) Source: 6/30/05 10–Q.

• First Quarter and Full Year 2024 Guidance 10 Guidance (as of February 14, 2024) Full Year Production (Mboe/d and Mbo/d) Year-over-year Growth High-Single Digit Q1 Production (Mboe/d) 84 - 85 Full Year D&C Capital Spending ($MM) $450 - $480 Q1 D&C Capital Spending ($MM) ~$130 Q1 Oil Differential Per Barrel ($) To Magellan East Houston (MEH) ($3) Q1 Fully Diluted Share Count (MM Shares) ~205 2023 Cash Flow Reconciliation (1) Cash flow from operations before changes in working capital.

More Definitions of Fully Diluted Share Count

Fully Diluted Share Count means the sum of:

Fully Diluted Share Count means, as of immediately prior to the Effective Time, without duplication, (i) the aggregate number of outstanding shares of Company Common Stock (including the Rollover Shares but excluding the Restricted Shares) plus (ii) the aggregate number of shares of Company Common Stock subject to outstanding Company Equity Awards (including the Restricted Shares), excluding, for the avoidance of doubt, shares held in treasury.

Fully Diluted Share Count means the sum of (i) the number of shares of Common Stock issued and outstanding as of the Effective Time, (ii) the number of shares of Common Stock issuable upon exercise of all Options, and (iii) the number of shares of Common Stock attributable to all SARs;

Fully Diluted Share Count means, as of immediately prior to the Effective Time, the sum of the following (without double-counting): (a) the aggregate number of shares of Company Capital Stock that are issued and outstanding as of immediately prior to the Effective Time; and (b) the number of Phantom Share Equivalents as of immediately prior to the Effective Time.

Fully Diluted Share Count has the meaning set forth in Section 2.3(a).

Fully Diluted Share Count means, as of the Closing Date, a number of Shares equal to the sum of (i) the aggregate number of Shares issued and outstanding as of such date plus (ii) the aggregate number of unvested Company Restricted Stock Units issued and outstanding as of such date (each of which entitles the holder, subject to the terms and conditions of the applicable award, to an amount in cash equal to the value of a Share).

Fully Diluted Share Count means the sum of (x) the number of shares of Common Stock outstanding on May 20, 2019 plus (y) the number of shares of Common Stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe or Common Stock that are outstanding on May 20, 2019 (excluding any shares of Common Stock issuable (a) pursuant to Section 3.6 of that certain Agreement and Plan of Merger, dated November 3, 2017, by and among the Company, IEA Energy Services, LLC, Infrastructure and Energy Alternatives, LLC, and the other parties thereto (the “Merger Agreement”), (b) upon conversion of shares of Series A Preferred Stock, (c) upon the exercise of any existing warrant with an exercise price of $11.50 or higher or (d) upon the exercise of any equity issued pursuant to the Company’s long term incentive plan or other equity plan with a strike price of