Fully Diluted Basis

Example Definitions of "Fully Diluted Basis"
Fully Diluted Basis. Means at any time, without duplication, (i) as applied to any calculation of the number of securities of the Company, after giving effect to, without duplication, (w) all Common Shares of the Company outstanding at the time of determination, (x) all Equity Securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares and all interests, participations or other Common Shares equivalents, (y) all Common Shares issuable upon the exercise of any Convertible... Security or Option outstanding as of the date of determination, and (z) all Equity Plan Securities not otherwise covered by the foregoing; and (ii) as applied to any calculation of value, after giving effect to the foregoing securities and the payment of any consideration payable upon the exercise of any Convertible Security or Option referred to in clause (i) above if such Convertible Security or Option were exercisable at such time; provided, that, with respect to this clause (ii), Fully-Diluted Basis shall in all circumstances include the Shares but shall exclude any Common Shares that are issuable in connection with the exercise of any Option or Convertible Security that is not in the money, nor shall it ascribe any value to any such Option or Convertible Security. View More
Fully Diluted Basis. Means at At any time, without duplication, (i) as applied to any calculation of the number of securities of the Company, after giving effect to, without duplication, (w) all Common Shares of the Company outstanding at the time of determination, (x) all Equity Securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares and all interests, participations or other Common Shares equivalents, equivalents; provided, however, for purposes of calculation in... accordance with this defined term, the Subject Series B Shares shall be deemed convertible into Common Shares at a price not less than the price described in the Series B Side Letter, notwithstanding the certificate of designations, rights and preferences for the Series B Shares, (y) all Common Shares issuable upon the exercise of any Convertible Security or Option outstanding as of the date of determination, and (z) all Equity Plan Securities not otherwise covered by the foregoing; and (ii) as applied to any calculation of value, after giving effect to the foregoing securities and the payment of any consideration payable upon the exercise of any Convertible Security or Option referred to in clause (i) above if such Convertible Security or Option were exercisable at such time; provided, that, with respect to this clause (ii), Fully-Diluted Basis shall in all circumstances include the Warrant Shares but shall exclude any Common Shares that are issuable in connection with the exercise of any Option or Convertible Security (other than this Warrant) that is not in "in the money, money," nor shall it ascribe any value to any such Option or Convertible Security. Security (other than this Warrant) View More
Fully Diluted Basis. Means at At any time, without duplication, time (i) as applied to any calculation of the number of securities of the Company, after giving effect to, without duplication, (w) to (x) all shares of Common Shares Stock and Other Securities of the Company outstanding at the time of determination, (x) all Equity Securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares determination and all interests, participations or other Common Shares equivalents, (y)... all shares of Common Shares Stock or Other Securities issuable upon the exercise of any Convertible Security or Option outstanding as of the date of determination, and (z) all Equity Plan Securities not otherwise covered by the foregoing; hereof; and (ii) as applied to any calculation of value, after giving effect to the foregoing securities and the payment of any consideration payable upon the exercise of any Convertible Security or Option referred to in clause (i) above if such Convertible Security or Option were exercisable at such time; provided, that, with respect to this clause (ii), Fully-Diluted Basis time. Notwithstanding the foregoing, the term "Fully-Diluted Basis" shall in all circumstances not include the Shares but shall exclude any Common Shares shares of any class of Capital Stock that are issuable in connection with the exercise of any Option or Convertible Security that is not in "in the money, money", nor shall it ascribe any value to any such Option or Convertible Security. Option. View More
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Fully Diluted Basis. Means at any date as of which the number of shares of Common Stock is to be determined, on a basis including all shares of Common Stock outstanding at such date and the maximum shares of Common Stock issuable in respect of Common Stock Equivalents (giving effect to the then current respective conversion prices) and other rights to purchase (directly or indirectly) shares of Common Stock or Common Stock Equivalents, outstanding on such date, to the extent such rights to convert, exchange or... exercise thereunder are presently exercisable. For purposes of this definition, "Common Stock Equivalents" means any security or obligation which is by its terms convertible into or redeemable for shares of Common Stock (including any units of limited partnership interest in Roberts Properties Residential, L.P.) and any option, warrant or other subscription or purchase right with respect to Common Stock. View More
Fully Diluted Basis. Means at any date as of which the number of shares of Common Stock is to be determined, on a basis including all shares of Common Stock outstanding at such date and the maximum shares of Common Stock issuable in respect of Common Stock Equivalents (giving effect to the then current respective conversion prices) and other rights to purchase (directly or indirectly) shares of Common Stock or Common Stock Equivalents, outstanding on such date, to the extent such rights to convert, exchange or... exercise thereunder are presently exercisable. For purposes of this definition, "Common Stock Equivalents" means any security or obligation which is by its terms convertible into or redeemable for shares of Common Stock (including any units of limited partnership interest in Roberts Properties Residential, L.P.) and any option, warrant or other subscription or purchase right with respect to Common Stock. View More
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Fully Diluted Basis. Means the number of shares of Company Common Stock outstanding or held (as the case may be), assuming the conversion, exchange or exercise of all securities or other instruments or rights that are convertible into or exercisable or exchangeable for Company Common Stock that are outstanding. For purposes of this definition, all Warrants shall be deemed converted on the date of determination in exchange for cash.
Fully Diluted Basis. Means the number of shares of Company Common Stock outstanding or held (as the case may be), assuming be) assuming, for the purposes of calculating the number of shares of Company Common Stock held by the Investors, the conversion, exchange or exercise of all securities or other instruments or rights held by the Investors that are convertible into or exercisable or exchangeable for Company Common Stock that are outstanding. Stock. For purposes of this definition, all Warrants shall be deemed... converted on the date of determination in exchange for cash. View More
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Fully Diluted Basis. Means the assumption that all options, warrants or other convertible securities or instruments or other rights to acquire Common Stock or any other existing or future classes of Capital Stock of the Company, including this Warrant and the Shares, have been exercised or converted, as applicable, in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested or exercisable or convertible, in accordance with their terms.
Fully Diluted Basis. Shall mean, at any time, without duplication, the number of outstanding shares of Common Stock, after giving effect to (a) all shares of Common Stock actually outstanding at the time of determination, (b) all shares of Common Stock issuable upon the exercise of any option, warrant (including, without limitation, the Warrants) or similar right outstanding at the time of determination, and (c) all shares of Common Stock issuable upon the exercise of any conversion or exchange right contained in... any security outstanding at the time of determination and convertible into or exchangeable for shares of Common Stock. View More
Fully Diluted Basis. Shall mean that the calculation of the percentage of aggregate Beneficial Ownership of any person or entity of shares of a particular class or series of NII Voting Stock shall be performed as if all outstanding Derivative Securities have been fully converted, exchanged or exercised, as the case may be, into such class or series of NII Voting Stock.
Fully Diluted Basis. With respect to any calculation in respect of outstanding shares of Common Stock, that such calculation is to assume the conversion to Common Stock of all outstanding shares of Preferred Stock (as defined below)
Fully Diluted Basis. On the Effective Date of the Registration Statement or consummation of the APO, the aggregate number of shares of Common Stock that would be outstanding after giving effect to the conversion, exchange or exercise of this Warrant and all other outstanding securities of the Company or the Alternative Public Company that are convertible or exchangeable into Common Stock, and the exercise of all outstanding Rights to Purchase Common Stock, in each case, whether or not presently convertible,... exchangeable or exercisable. View More
Fully Diluted Basis. The term "Fully-Diluted Basis" shall mean that the total number of issued and outstanding shares of the Company's Common Stock shall be calculated to include conversion of all issued and outstanding securities then convertible into Common Stock, the exercise of all then outstanding options and warrants to purchase shares of Common Stock, and shall assume the issuance or grant of all securities reserved for issuance pursuant to the Plan or any other equity compensation plan of the Company in... effect on the date of the calculation. View More
Fully Diluted Basis. Means all outstanding Common Stock assuming the exercise of all outstanding stock, warrants, rights, calls, options or other securities exchangeable or exercisable for, or convertible into, Common Stock without regard to any restrictions or conditions with respect to the exercisability thereof.
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