Fully Diluted Common Shares means, at any time, the then outstanding Common Shares of the Company plus (without duplication) all Common Shares issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding Common Share Equivalents.
Fully Diluted Common Shares means the aggregate amount of issued and outstanding shares of Common Stock after giving effect to a hypothetical conversion of all of the issued and outstanding shares of Preferred Stock into shares of Common Stock.
Fully Diluted Common Shares means all of the issued and outstanding Common Shares, assuming the conversion, exercise or exchange of all outstanding Common Shares Equivalents.
Examples of Fully Diluted Common Shares in a sentence
Preemptive Rights: Except for customary exempted issuances, each (x) Holder holding 2% or more of the outstanding Fully Diluted Common Shares, and (y) Initial Secured Creditor, will have customary preemptive rights on a pro rata basis in connection with any issuance of any equity securities or convertible debt securities by the Company so that such Holder has the ability to maintain the same percentage ownership of Fully Diluted Common Shares before and after such issuance, subject to customary exceptions.
Upon consummation of the Third Closing (assuming repayment of the Sanmina Notes entirely in Series B Preferred Stock), Purchasers shall collectively own Series B Preferred Stock convertible into 54.94% of the Fully Diluted Common Shares of the Company.
An actual test is necessary to prove that the prototype of the armored vehicle works for its intended purpose.
Subject to Section 4.5(iv), any one or more Holders (the “Initiating IPO Holder”) collectively holding greater than 60% of the Fully Diluted Common Shares shall have the right to effect, and to cause the Company and each other Holder to consent, to a Qualified IPO.
Ride-through characteristics of the GF were based upon data in the default model for Vestas V116/GS 3.3 wind turbines.
More Definitions of Fully Diluted Common Shares
Fully Diluted Common Shares means the sum of (a) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, plus (b) the number of shares of Company Common Stock issuable upon exercise of all Vested Company Options outstanding immediately prior to the Effective Time (but after giving effect to the Effective Time for purposes of determining whether the Company Options are Vested Company Options).
Fully Diluted Common Shares means the sum of (A) the aggregate number of Common Shares of the Company then outstanding and (B) the aggregate number of Common Shares of the Company then issuable upon the exercise of all outstanding stock options, warrants, convertible securities, and other rights to acquire Common Shares of the Company then outstanding.
Fully Diluted Common Shares means as of any date, without duplication, a number of Common Shares equal to the sum of (a) the number of Common Shares issued and outstanding as of such date, (b) the number of Common Shares for or into which the issued and outstanding Exchangeable Units as of such date are exchangeable or convertible, whether or not then convertible or exchangeable, and (c) the number of Common Shares for or into which any right or security (other than an unvested right or security) that is as of such date exercisable for, convertible into or exchangeable for Common Shares is exercisable for, convertible into or exchangeable for upon exercise, conversion or exchange, with the number of such Common Shares for or into which any such right or security is exercisable for, convertible into or exchangeable for upon such exercise, conversion or exchange calculated in accordance with the treasury stock method, as reasonably determined by the Company consistent with its past practice (or, prior to such past practice being established, the past practice of Telesat Canada).
Fully Diluted Common Shares means the total number of Common Shares outstanding as of the Effective Date after giving effect to (a) the reservation and deemed issuance of Common Shares issuable upon (i) conversion of the Preferred Equity and (ii) exercise of Xxxxx Warrants, and (b) the issuance of (i) any Incremental Second Lien Shares, (ii) any Premium Shares and (iii) any Rights Offering Disputed Claims Reserve Shares, but prior to dilution from the LTIP and any post-Effective Date issuances of capital stock, including pursuant to any dividend or make-whole provision in the Transaction Agreements.
Fully Diluted Common Shares means the aggregate amount of Common Shares after giving effect to a hypothetical conversion of all of the outstanding Preferred Shares into Common Shares. • “Major Holders” means (i) Solus Alternative Asset Management LP (together with one or more of its designed affiliates or managed investment vehicles, funds or accounts, including without limitation, Sola LTD, Solus Long-Term Opportunities Fund Master LP and Solus Opportunities Fund 5 LP, collectively, “Solus”), (ii) the South Dakota Retirement System (together with one or more of its designed affiliates or managed investment vehicles, funds or accounts, collectively, “SDIC”) and (iii) from and after the Emergence Date, with the consent of Solus and SDIC (and any Additional Major Holders previously agreed to by Solus and SDIC pursuant to this clause (iii)), any additional (each, an “Additional Major Holder”) Company Stockholder who was party to the Company’s stockholders’ agreement as of the Emergence Date and at any time holds more than 15% of the Fully Diluted Common Shares; provided, that the consent 1 This Term Sheet assumes that the go-forward Company will be a privately-held corporation. If the go-forward Company will be a public, SEC-reporting company or a private Delaware limited liability company, the parties will make applicable conforming changes throughout the definitive documents. In addition, if the Company will be a Delaware limited liability company, definitive documents will make clear that directors and officers of the Company will have the same fiduciary duties that directors and officers of a Delaware corporation would have. shall automatically be deemed given if such Company Stockholder holds more than 15% of the Fully Diluted Common Shares unless (x) such Company Stockholder holds, or later acquires, an aggregate 3% or more of the outstanding equity interests or voting rights in respect of any of the Company’s competitors (and, for the avoidance of doubt, no appointment or similar rights to such competitor’s board of directors, board of managers or similar governing body) and, thereafter, (y) the Company determines (or, prior to the Emergence Date, Solus and SDIC determine) in good faith, after consulting with antitrust counsel, that such Company Stockholder becoming an Additional Major Holder (and, among other things, receiving Board appointment rights) could reasonably be expected to create an adverse antitrust issue for the Company, including, for the avoidance of doubt, the Co...
Fully Diluted Common Shares means the aggregate number of shares of Common Stock (i) issued and outstanding immediately prior to the Closing, plus (ii) issuable upon the exercise in full of all securities exercisable for or convertible into Common Stock, including Warrants and RSUs outstanding immediately prior to the Closing including, for the avoidance of doubt, any shares to be contributed at the Roll-Over.
Fully Diluted Common Shares means the aggregate number of shares of Company Common Stock that (a) are issued and outstanding immediately prior to the Effective Time, including all shares of Company Common Stock issued pursuant to the exercise of Non-Management Options and Non-Management Warrants immediately prior to the Effective Time, or (b) are issuable upon the exercise in full of all Non-Management Options and Non-Management Warrants which are outstanding and are not being exercised immediately prior to the Effective Time.