Total Fully Diluted Shares definition

Total Fully Diluted Shares means the sum (without duplication) obtained by adding: (a) the aggregate number of shares of Company Common Stock outstanding (or that would be outstanding upon exercise of all Company Warrants) as of immediately prior to the Effective Time (not including any Company Restricted Stock); plus (b) the aggregate number of shares of Company Common Stock that
Sample 1
Total Fully Diluted Shares means, as of the Effective Time, the sum (without duplication) obtained by adding: (a) the aggregate number of outstanding shares of Company Common Stock; plus (b) the aggregate number of shares of Company Common Stock that would be issuable upon the conversion of the outstanding shares of Company Series A Preferred Stock; plus (c) the aggregate number of shares of Company Capital Stock underlying all outstanding Company Options (whether or not then exercisable).
Sample 1
Total Fully Diluted Shares means the sum (without duplication) obtained by adding: (a) the aggregate number of shares of Company Common Stock outstanding (or that would be outstanding upon exercise of all Company Warrants) as of immediately prior to the Effective Time (not including any Company Restricted Stock); plus (b) the aggregate number of shares of Company Common Stock that would be issuable upon the conversion of the shares of Company Preferred Stock outstanding (or that would be outstanding upon exercise of all Company Warrants) as of immediately prior to the Effective Time; plus (c) the aggregate number of shares of Company Capital Stock underlying all Vested Company Options outstanding immediately prior to the Effective Time (after giving effect to any acceleration as a result of the Merger).
Sample 1

Examples of Total Fully Diluted Shares in a sentence

  • Common Primary Shares Outstanding to Bondholders 200,000,000 – – – Rights (maximum)* 15,000,000 1,282,195 9,602,463 4,115,342 Rights Warrants (maximum)* 15,000,000 1,282,195 9,602,463 4,115,342 Initial Warrants 35,000,000 2,991,789 22,405,748 9,602,463 Total Fully Diluted Shares 265,000,000 * Subject to reallocation on oversubscription basis.

  • Price Total Common Shares Outstanding 69,755,279 NA Options 900,000 $0.40 Warrants 250,000 $0.70 Series A Preferred Shares (2) 4,779,460 $1.00 Total Fully Diluted Shares Outstanding 75,684,739 NA (1) Based on most recent SEC filings.

  • For purposes hereof, “Adjusted Post-Closing Diluted Shares” shall mean the sum of (i) the Signature Total Fully Diluted Shares, plus (ii) the Merger Consideration, plus (iii) the Adjusted Assumed Ensysce Options, plus (iv) the BV Partner Shares.

  • All shares issued, or issuable, on conversion or settlement of the Ensysce Preferred Stock and Ensysce Rights shall be included in the outstanding Common Stock at the Effective Time for purposes of computing the Ensysce Total Fully Diluted Shares.

  • Immediately prior to the Effective Time, Parent shall provide to the Company (i) a certificate of the Chief Executive Officer of Parent setting forth the number of Parent Total Fully Diluted Shares and (ii) a certificate of the Chief Financial Officer of Parent setting forth the Cash balance of Parent on the business day immediately preceding the Closing Date.

  • Ensysce shall issue no securities other than common stock, and shall incur no debt, to satisfy the Minimum Funding Requirement and any common stock issued in connection with satisfying the Minimum Funding Requirement shall be included in the outstanding Common Stock at the Effective Time for purposes of computing the Ensysce Total Fully Diluted Shares.

  • Immediately prior to the Effective Time, Parent shall provide to the Company a certificate of the Chief Executive Officer of Parent setting forth the number of Parent Total Fully Diluted Shares.

  • Price Total Common Shares Outstanding 69,545,279 NA Options 900,000 $0.40 Warrants (1) 2,838,330 $0.90 Series A Preferred Shares (2) 4,779,460 $1.00 Total Fully Diluted Shares Outstanding 78,163,069 NA (1) Warrants expire September 30, 2012.

  • The BV Partner Shares shall be excluded from the calculation of the Signature Total Fully Diluted Shares.


More Definitions of Total Fully Diluted Shares

Total Fully Diluted Shares means the sum of (x) the Total Outstanding Shares, and (y) the aggregate number of shares of Company Capital Stock, calculated on the treasury method, that are issuable upon full exercise, exchange or conversion of all Company Options and any other rights (whether vested or unvested) that are convertible into, exercisable for or exchangeable for, shares of Company Capital Stock (without duplication for any Company Warrants and the Company Convertible Notes to the extent included in the Total Outstanding Shares), in each case to the extent issued and outstanding as of, and not exercised, converted in to Company Capital Stock or cancelled immediately prior to, the Effective Time.
Sample 1
Total Fully Diluted Shares means, at any time, a number of shares of Common Stock equal to the sum of (i) the number of shares of Common Stock then outstanding plus (ii) the number of shares of Common Stock that would be issued as a result of the conversion, exercise or exchange of all Convertible Securities then outstanding, but only to the extent such Convertible Securities are then (or, if being determined in connection with a Transfer, at the time of Transfer will be) vested, exercisable and "in-the-money".
Sample 1
Total Fully Diluted Shares means (a) the Fully Diluted Share Number; plus (b) the number of shares underlying Vested Company Options outstanding immediately prior to the Effective Time; plus (c) the number of shares underlying Company Warrants outstanding immediately prior to the Effective Time.
Sample 1

Related to Total Fully Diluted Shares

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • 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 Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Fully-Diluted Common Stock means the outstanding Common Stock and the shares of Common Stock issued or issuable upon exercise of Warrants (assuming full exercise).

  • Fully Diluted means all outstanding shares of Common Stock and all shares issuable in respect of securities convertible into or exchangeable or exercisable for such Common Stock, stock appreciation rights or options, warrants and other irrevocable rights to purchase or subscribe for such Common Stock or securities convertible into or exchangeable or exercisable for such Common Stock; provided that no Person shall be deemed to own such number of Fully Diluted shares of any Common Stock as such Person has the right to acquire from any Person other than the Company.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Total Shares means (without double-counting), as of a particular date of determination, the algebraic sum of: (A) the Initial Shares, plus (B) the Additional Shares, minus (C) all Buyback Shares repurchased or redeemed between the Effective Date and such date of determination.

  • Common Shares means the common shares in the capital of the Company;

  • Fully Diluted Outstanding means, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes of determining book value or net income per share.

  • Common Stock means the common stock of the Company.

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Shares means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Company Shares has the meaning set forth in the Recitals.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.