Fully Diluted Share Number definition

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 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 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.

Examples of Fully Diluted Share Number in a sentence

• The next meeting of the CPME will be on 29-30 August 2003 in Brussels.

• Further, not more than 1% of the Fully Diluted Share Number may be granted, awarded or issued in the aggregate to officers of the Corporation or any person controlled by the Corporation who directly report to the Chief Executive Officer, and any such grant, award or issuance shall reduce the Available Stock Number.

• As used herein, the “Conversion Price” means the quotient (rounded down to the nearest 1/100th of one cent) obtained by dividing (x) the fair market value of the Company (on a going concern basis, without taking into any minority, marketability or similar discounts) as of the last day of the calendar month immediately preceding the Election Date (the “Company FMV”) by (y) the Fully Diluted Share Number immediately prior to the issuance of the Conversion Shares to the Holder.

• The aggregate amount by which the Merger Consideration otherwise payable to the stockholders of the Company was reduced and retained by Parent as a result of the inclusion of the Aggregate Claimed Securities in the Fully Diluted Share Number is referred to herein as the “Adjustment Amount.” Parent may determine, in its sole discretion, to distribute the Adjustment Amount to the Persons making the Capitalization Claims.

• As of the date hereof, each of the stockholders of Company identified on Schedule 3.12 (which shall include any stockholder who holds more than 1.5% of the Company Fully Diluted Share Number and any stockholder who received shares from such stockholders or is under common control with such stockholders) shall have executed an Affiliates Agreement, in the form of Exhibit A attached hereto (the “Affiliates Agreement”).

More Definitions of Fully Diluted Share Number

Fully Diluted Share Number means the number of shares of Common Stock outstanding immediately prior to the Effective Time assuming, for this purpose, the exercise in full of all then outstanding Options (excluding any Unvested Options cancelled as of the Effective Time pursuant to the first sentence of Section 1.5(d)(i)).

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.

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 the aggregate number of fully diluted Company Common Shares as of immediately prior to the Effective Time, calculated including all outstanding Company Securities (other than Out-of-Money Options and other than Convertible Notes subject to steps (18) and (19) of Section 3.3 of the Plan of Arrangement, each of which shall be excluded in such calculation) on an as-converted or as-exercised basis.

Fully Diluted Share Number shall have the meaning set forth in Annex I hereto.

Fully Diluted Share Number means that number of shares of the Company equal to the sum of (i) all shares of the Company (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 reserved and available for future grant under any equity incentive or similar plan.

Fully Diluted Share Number means the number of shares of Company Common Stock outstanding immediately prior to the Closing plus the number of shares of Company Common Stock into which all of the shares of Company Preferred Stock outstanding immediately prior to the Closing are convertible plus the number of shares of Company Common Stock subject to any Company Stock Option outstanding immediately prior to the Closing plus the number of shares of Company Common Stock subject to any warrant outstanding immediately prior to the Closing.