Fully Diluted Share Count definition

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.
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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).
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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.
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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.

  • The Proposed Merger Consideration Statement and the determinations and calculations contained therein shall be prepared in a manner consistent with this Agreement, including the definitions of the terms Net Working Capital, Net Proceeds and Fully Diluted Share Count.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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”).


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.
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Fully Diluted Share Count has the meaning set forth in Section 2.3(a).
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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.
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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
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Fully Diluted Share Count means the sum of:
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Related to Fully Diluted Share Count

  • Fully Diluted Shares means, as of any date, the number of shares of Common Stock outstanding as of such date plus the aggregate number of shares of Restricted Stock and Common Stock issuable upon the exercise of all outstanding options, warrants and rights to acquire shares of Common Stock (including outstanding stock options which are not then exercisable) and the aggregate number of shares of Common Stock issuable upon the conversion of all outstanding securities that are convertible into shares of Common Stock.

  • 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 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 Common Stock means, as of any date, the aggregate number of (i) shares of Common Stock issued and outstanding and (ii) securities convertible into or exercisable for shares of Common Stock (whether vested or unvested).

  • 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.

  • Fully Diluted means, with respect to the Common Stock, as of a particular time the total outstanding shares of Common Stock as of such time, determined by treating all outstanding options, warrants and other rights for the purchase or other acquisition of Common Stock as having been exercised and by treating all outstanding Convertible Securities as having been so converted.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

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

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement.

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the 20 consecutive trading days ending on, and including such date (or if such date is not a trading day, the most recent trading day immediately preceding such date); provided that, if such date is the date upon which a Change in Corporate Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Compensation Committee, of the total consideration paid or payable in the transaction resulting in the Change in Corporate Control for one share of Common Stock.

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • Common Stock means the common stock of the Company.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.