Fully Diluted Share Number means the aggregate number of shares of Company Stock outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by the Company which are to be cancelled and retired in accordance with Section 2.08(a)), including the shares of Company Common Stock issued in connection with exercise of Options and the shares of Company Note Conversion Common Stock issued in connection with the conversion of Convertible Notes.

Fully Diluted Share Number means (i) the aggregate number of Shares (other than Cancelled Shares) outstanding as of immediately prior to the Effective Time plus (ii) the aggregate number of Shares then subject to all In-the-Money Options and all RSUs, in each case, outstanding as of immediately prior to the Effective Time.

Fully Diluted Share Number means the sum, as of immediately prior to the Effective Time, of the aggregate number of (i) all shares of Company Common Stock issued and outstanding, plus (ii) all shares of Company Preferred Stock issued and outstanding, on an as-converted-to-common basis, (iii) the maximum aggregate shares of Company Common Stock issuable upon full exercise of all Vested Options, plus (iv) the maximum aggregate shares of Company Common Stock issuable upon full exercise of all Cash-Out Warrants.

Examples of Fully Diluted Share Number in a sentence

For purposes of this Section 8.4, the “Per Share Holdback Amount” shall mean the Holdback Amount divided by the Fully Diluted Share Number.
A Purchaser’s “Pro Rata Share” for means the ratio of (a) the number of the Ordinary Shares issued or issuable upon conversion of the Series A Preference Shares owned by such Purchaser, to (b) the Fully Diluted Share Number.
For purposes of this Section 8.4, the “Per Share Purchase Price” shall mean the Purchase Price divided by the Fully Diluted Share Number.
Securityholders holding at least ninety percent (90%) of the Fully Diluted Share Number shall have executed and delivered to the Company the joinder agreement to be negotiated in good faith between the Company and the Target Company and agreed to prior to the Closing and all such joinder agreements shall be in full force and effect.
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More Definitions of Fully Diluted Share Number

Fully Diluted Share Number means, as of a given date, the number of issued and outstanding shares of Common Stock on a fully-diluted basis, assuming: (i) the conversion all outstanding securities of the Company that are convertible into shares of Common Stock, including shares of preferred stock and convertible promissory notes (other than the Seller Notes); (ii) the exercise of all outstanding options and warrants, whether vested or unvested; and (iii) the issuance of all shares of Common Stock reserved and available for future issuance under any equity incentive plans.

Fully Diluted Share Number means (i) the aggregate number of Shares (other than Cancelled Shares and, with respect to the Preferred Stock, on an as-converted basis) outstanding as of immediately prior to the Effective Time, plus (ii) the aggregate number of Shares issuable upon the exercise in full of all In-the-Money Options that are Vested Options outstanding as of immediately prior to the Effective Time, plus (iii) the aggregate number of Shares issuable upon the exercise in full of the Warrant.

Fully Diluted Share Number means the aggregate number of Shares outstanding immediately prior to the Closing.

Fully Diluted Share Number means the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time.

Fully Diluted Share Number means (i) the aggregate number of Shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Senior Preferred Stock (other than Cancelled Shares and, with respect to the Series A Preferred Stock, Series B Preferred Stock and Senior Preferred Stock, on an as-converted basis) outstanding as of immediately prior to the Effective Time, plus (ii) the aggregate number of Shares issuable upon the exercise in full of all Options (whether vested or unvested) outstanding as of immediately prior to the Effective Time (other than any Out-of-the-Money Options that will be cancelled in accordance with the last sentence of Section 2.9(a)), plus (iii) the aggregate number of Shares issuable upon the exercise in full of the Warrants. For the avoidance of doubt, the Fully Diluted Share Number shall not include any equity awards issued by the Company at the Parent’s request pursuant to Section 2.9(e).

Fully Diluted Share Number means that number of shares of the Company’s capital stock equal to the sum of (i) all shares of the Company’s capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all options, warrants and other convertible securities and (ii) all shares of the Company’s capital stock reserved and available for future grant under any equity incentive or similar plan. The shares of the preferred stock of the Company (the “Preferred Stock”), all of which is designated as Series Seed Preferred Stock, none of which is issued and outstanding immediately prior to the Agreement Date. There are no outstanding preemptive rights, options, warrants, conversion privileges or rights (including but not limited to rights of first refusal or similar rights), orally or in writing, to purchase or acquire any securities from the Company including, without limitation, any shares of Common Stock, or Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock or Preferred Stock, except for (a) the conversion privileges of the Series Seed Preferred Stock pursuant to the terms of the Restated Charter and (b) the securities and rights described in this Agreement.