Parent Fully Diluted Number definition
Parent Fully Diluted Number means the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time (excluding any shares of Parent Common Stock held in treasury), after giving effect to the Parent Reverse Stock Split, if any, effected immediately prior to the Effective Time, expressed on a fully-diluted basis and assuming, without limitation or duplication, (i) the exercise in full of all Parent Options outstanding as of immediately prior to the Effective Time (excluding Parent Options that have an exercise price that is equal to or greater than the closing price of the Parent Common Stock on the NYSE American on the date immediately prior to the Anticipated Closing Date), (ii) with respect to Parent RSUs, the settlement of such Parent RSUs for shares of Parent Common Stock on a net settlement basis, (iii) the conversion in full of all shares of preferred stock of Parent outstanding as of immediately prior to the Effective Time based on their conversion price at such time, and (iv) the issuance of all shares of Parent Common Stock in respect of all other options, warrants, convertible securities, exchangeable securities, subscription rights, purchase or acquisition rights, conversion rights, exchange rights, or other Contracts that require Parent to issue any Parent Common Stock (but excluding any shares of Parent Common Stock reserved for issuance under any Parent Stock Plans which are not subject to outstanding awards granted thereunder).
Parent Fully Diluted Number is equal to the “fully-diluted” post-Merger outstanding shares of Rexahn Common Stock, which figure (i) includes all shares of Rexahn Common Stock that may be issued pursuant to in-the-money options, warrants or convertible securities, and (ii) with respect to Replacement Warrants (as defined in the Draft Merger Agreement) issued by Rexahn following the Subscription Date in exchange for existing Parent Warrants (as defined in the Draft Merger Agreement) shall include (A) all shares of Rexahn Common Stock that are subject to each Replacement Warrant that is in-the-money as of the date of issuance of such Replacement Warrant and (B) 0.5 times the number of shares of Rexahn Common Stock that may be issued pursuant to such out-of-the-money Replacement Warrants that is out-of-the-money as of the date of issuance of such Replacement Warrant and (iii) excludes all other out-of-the-money options, warrants or convertible securities of Rexahn; provided, however, for determining whether Replacement Warrants are in-the-money or out-of-the money such determination will be made based on the difference between the exercise price of such Replacement Warrant as compared to the first Closing Sale Price (as defined in the Warrants) of a share of Rexahn Common Stock immediately following the issuance of such Replacement Warrant.
Parent Fully Diluted Number means the fully diluted number of shares of Parent Common Stock, including all shares issued and outstanding, all shares issued or issuable pursuant to the Exchange Agreement, an amount of shares that would be issued (whether or not actually issued) pursuant to the exchange, prior to the Effective Time, of all of the warrants outstanding as of the date hereof (other than those held by the Warrant Investors) in each of the classes of warrants from which warrants held by the Warrant Investors will be exchanged pursuant to the Exchange Agreement, assuming the same ratio of shares per warrant as is used in the Exchange Agreement for the warrants of the Warrant Investors from the applicable class, and all shares reserved for issuance with respect to any other outstanding stock options, warrants, convertible notes or other convertible debt or equity securities, but not (a) awards under the Parent Stock Plan or warrants issued in connection with any financing that in either case are either (i) “out of the money” (i.e., having an exercise price that is greater than the Parent Closing Price on the Anticipated Closing Date) or (ii) will be cancelled without liability to Parent at or prior to the Closing Date or (b) the Bridge Warrant.
More Definitions of Parent Fully Diluted Number
Parent Fully Diluted Number is equal to the “fully-diluted” post-Merger outstanding shares of BioPharmX Common Stock, which figure does not include any outstanding options or warrants of BioPharmX that are out-of-the-money at the Closing (as defined below).
Parent Fully Diluted Number is equal to the “fully-diluted” post-Merger (as defined in the Merger Agreement) outstanding PublicCo Ordinary Shares, which figure shall, for the avoidance of doubt, (x) include (i) the PublicCo Ordinary Shares underlying the ADSs, (ii) any PublicCo Ordinary Shares that may be issued pursuant to any outstanding options, warrants or convertible securities of PublicCo at the Shares Closing (as defined below), (iii) the Exchange Shares (as defined below) to be issued in exchange for the Initial Purchased Shares and (iv) any PublicCo Ordinary Shares that may be issued upon exercise of the Exchange Warrants (as defined below) to be issued in exchange for the Bridge Warrants (as defined below) without regard to any limitation on exercise set forth therein and (y) exclude (i) the Exchange Shares to be issued in exchange for the Additional Purchased Shares and (ii) any PublicCo Ordinary Shares that may be issued upon exercise of the Warrants.