Fully Diluted Shares Outstanding means, as of time of calculation, (x) the aggregate number of shares of Common Stock issued and outstanding plus (y) the aggregate number of shares of Common Stock issuable upon the exercise or conversion of any other issued and outstanding Derivative Securities (including the New Warrants, but excluding the securities issued or issuable pursuant to the Management Incentive Plan (as defined in the Purchase Agreement) approved in accordance with the Plan).
Fully Diluted Shares Outstanding means (a) the aggregate number of Company Shares (for clarity, after having given effect to the Company Preferred Conversion) outstanding immediately prior to the Effective Time (other than Company Shares owned by the Company which are to be cancelled and retired in accordance with Section 2.1(i)), plus (b) the aggregate number of Company Common Shares issuable upon the exercise in full of all Company Options (whether vested or unvested) outstanding immediately prior to the Effective Time, plus (c) the aggregate number of Company Common Shares issuable upon the exercise in full of all Company Warrants (whether vested or unvested) outstanding immediately prior to the Effective Time. For the avoidance of doubt, the Founder Grants and the Company RSUs shall not be included in the calculation of “Fully Diluted Shares Outstanding.”
Fully Diluted Shares Outstanding means the sum of (i) the shares of Common Stock issued and outstanding and (ii) the maximum number of shares of Common Stock issuable upon exercise or conversion of outstanding Company derivative securities, irrespective if such shares are vested or currently exercisable.
Examples of Fully Diluted Shares Outstanding in a sentence
In the event that any warrant not held by a Stockholder is exercised within ten (10) days before the beginning of such blackout period (a “Pre-Blackout Exercise”), the Stockholders will be given the opportunity during such blackout period to exercise that portion of their New Warrants necessary for them to hold, in the aggregate, up to forty nine (49%) of the Fully Diluted Shares Outstanding.
The “Ownership Limitation” shall be 49.0% of the Fully Diluted Shares Outstanding.
Comparable M&A Transaction Multiples (in millions, except for per share amounts) Enterprise Value Proposed Purchase Price Per Share $20.10 Basic Shares Outstanding (1) 8.804 Common Stock Equivalents (2) 0.277 Fully Diluted Shares Outstanding 9.081 Equity Value $182.5 Plus: Debt (3) 67.1 Cash (3) 65.9 Less Working Capital Adj.
Strong balance sheet and significant ownership by long-term strategic and insider shareholders SHARE CAPITALIZATION(1)OUTSTANDING Common Shares Outstanding 210,261,715 Fully Diluted Shares Outstanding 237,972,100 • Long-term strategic investor (~29% stake) creating strong shareholder-company alignment • Staggered lock-up over 18 months • LiUNA Pension Fund + insiders own ~33% of the company 1.
Valuation Summary (Figures in Millions, Except per Share Data) ------------------------------------------------- Average Net Debt $44.2 Fully Diluted Shares Outstanding 16.1 ------------------------------------------------- I.
More Definitions of Fully Diluted Shares Outstanding
Fully Diluted Shares Outstanding means the total number of shares of common stock outstanding plus the total number of shares of common stock issuable upon exercise, conversion or exchange of any outstanding securities exercisable, convertible or exchangeable into or for shares of common stock of Ruthigen including, without limitation, all outstanding stock options of Ruthigen. For purposes of this paragraph, consideration includes cash, securities, property, rights (contractual or otherwise), any dividends payable to shareholders of Ruthigen after the date hereof (other than normal, ordinary course, recurring dividends) and any other form of consideration.
Fully Diluted Shares Outstanding means the sum of (i) the aggregate number of Common Shares issued and outstanding immediately prior to the Effective Time, plus (ii) the aggregate number of Series A Preferred Shares issued and outstanding immediately prior to the Effective Time, plus (iii) the aggregate number of additional Common Shares that would be issued and outstanding if all vested Options (or vested portions thereof) outstanding immediately prior to the Effective Time were exercised.
Fully Diluted Shares Outstanding means (a) the aggregate number of Company Shares (for clarity, after having given effect to the Company Preferred Conversion) outstanding immediately prior to the Effective Time, determined on a fully-diluted, as if exercised basis, whether or not exercised, exercisable, settled, eligible for settlement or vested (other than Company Shares owned by the Company which are to be cancelled and extinguished in accordance with Section 2.1(i)), plus (b) the aggregate number of Company Common Shares issuable upon the exercise in full (on a cashless exercise basis) of all vested (but not unvested) Company Options that are outstanding immediately prior to the Effective Time (i.e., the aggregate number of Company Common Shares equal to (i) the aggregate number of Company Common Shares underlying such vested Company Options, minus (ii) a number of Company Common Shares equal to the quotient of (x) the aggregate exercise price of such vested Company Options, divided by (y) $25.00), plus (c) the aggregate number of Company Common Shares issuable upon the exercise in full (on a cashless exercise basis) of all Company Warrants, if any, outstanding immediately prior to the Effective Time, less (d) the aggregate number of Company Common Shares issuable upon the conversion of the Series I Convertible Preferred Stock.
Fully Diluted Shares Outstanding means, as of the time of calculation, (x) the aggregate number of shares of Common Stock issued and outstanding plus (y) the aggregate number of shares of Common Stock issuable upon the conversion of any other issued and outstanding securities or rights convertible into, or exchangeable for (in each case, directly or indirectly), Common Stock (excluding, for the avoidance of doubt, any unexercised warrants or options to purchase Common Stock.
Fully Diluted Shares Outstanding means the sum of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, plus (b) the number of shares of Common Stock then issuable upon the conversion of the Preferred Stock issued and outstanding immediately prior to the Effective Time, plus (c) the number of shares of Common Stock issuable upon the exercise of all Stock Options issued and outstanding immediately prior to the Effective Time (before giving effect to the cancellation thereof in connection with the Closing) that have an exercise price that is less than the Per Share Remaining Closing Merger Consideration Amount.
Fully Diluted Shares Outstanding means the aggregate number of Company Shares outstanding immediately prior to the Effective Time, determined on a fully-diluted, as if exercised basis, whether or not exercised, exercisable, settled, eligible for settlement, vested or unvested, including, for the avoidance of doubt, pursuant to any Company Restricted Share Awards (in each case, other than Company Shares owned by the Company which are to be canceled and extinguished in accordance with Section 2.1(i)).
Fully Diluted Shares Outstanding means, as of the Effective Time, the number of Company Shares, Company RSUs and all other capital stock or capital stock equivalents of the Company then outstanding, determined on a fully-diluted, as-exercised or as-converted basis, assuming (i) the exercise of all Company Options (other than those Company Options whose exercise price per share is equal to or greater than $0.60 per share), (ii) the exercise of all outstanding Company Warrants (other than any Company Warrants subject to duly executed and delivered Warrant Termination Agreements, which are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated), (iii) the conversion of all outstanding Convertible Debentures (other than any Convertible Debentures subject to a duly executed and delivered Debenture Termination Agreement, which is in full force and effect and has not been revoked, suspended, canceled, rescinded or terminated) and (iv) the conversion, exchange or exercise, as applicable, of any other securities of the Company then outstanding.