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
If the Fully Diluted Share Count increases between the date of the Share Count Notice and the applicable Issuance Date, the Company shall notify the Purchaser as soon as reasonably practicable and provide a corrected Fully Diluted Share Count, certificated by its Chief Financial Officer, indicating the number of additional Subsequent Securities Purchaser should receive or should have received at the applicable Issuance Date (the “Additional Subsequent Securities”).
At least five (5) Business Days prior to any Issuance Event, the Company shall provide Purchaser with a Share Count Notice, of the Fully Diluted Share Count on the date of the applicable Issuance Event and in accordance with the Credit Agreement.
More Definitions of Fully Diluted Share Count
Fully Diluted Share Count means a number that is equal to, without duplication, (a) the aggregate number of Company Ordinary Shares (i) that are issued and outstanding immediately prior to the Contribution Effective Time (including, for the avoidance of doubt, the Company Ordinary Shares issued pursuant to Section 7.24), (ii) that are issuable upon the exercise of all Company Options (whether or not vested) that remain outstanding as of the Contribution Effective Time, (iii) that are issuable upon the exercise of any warrant of the Company issued and outstanding immediately prior to the Contribution Effective Time, (iv) that are issuable upon conversion of any convertible securities of the Company issued and outstanding immediately prior to the Contribution Effective Time (other than those issuable under clauses (ii) and (iii) of this definition), plus (b) the aggregate number of Earnout Shares, plus (c) the New PubCo Equity Plan Amount, minus (d) the Company Ordinary Shares held in the Company’s treasury.
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, 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 means the sum of:
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 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
Fully Diluted Share Count has the meaning set forth in Section 2.3(a).