Fully Diluted Share Number definition
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 the aggregate number of Shares outstanding immediately prior to the Closing.
Fully Diluted Share Number means the aggregate number of Common Shares issued and outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, Option Shares, but excluding any Common Shares actually held in treasury immediately prior to the Effective Time).
Examples of Fully Diluted Share Number in a sentence
It is acknowledged and agreed that the CVR Issuer, without any further action, has hereby issued to Indiana as the sole Holder an aggregate number of CVRs equal to the Fully Diluted Share Number as of the Effective Date in accordance with the Purchase Agreement.
More Definitions of Fully Diluted Share Number
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.
Fully Diluted Share Number means the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares owned by the Target Company which are to be cancelled and retired in accordance with Section 2.8(a)). For the avoidance of doubt, the term Fully Diluted Share Number shall be include for each Share issued in connection with the Indebtedness Unassumed Conversion, the Management Plan (as described in Section 5.17), and the engagement agreement (as described in Section 5.18).
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.
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 the sum of (A) the aggregate number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time, plus (B) the number of shares of Company Common Stock underlying all Company Stock Options (other than Excluded Company Stock Options) outstanding as of immediately prior to the Effective Time, whether or not then vested or exercisable, plus (C) the number of shares of Company Common Stock relating to all Company SARs (other than Excluded Company SARs) outstanding as of immediately prior to the Effective Time, whether or not then vested or exercisable.
Fully Diluted Share Number means (a) the aggregate number of Common Shares outstanding immediately prior to the Effective Time, plus (b) the aggregate number of Common Shares issuable upon the exercise in full of all Options (whether vested or unvested) outstanding immediately prior to the Effective Time (other than Out-of-Money Options, which shall be excluded from the calculation of the Fully Diluted Share Number).
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).