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 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 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. The total number of shares of Common Stock that are issued and outstanding on the applicable date plus the total number of shares of Common Stock issuable as of such date upon exercise of any Dilutive Rights, including this Warrant and any other Dilutive Rights held by the Investor Parties.

Fully Diluted Basis. All shares of Common Stock outstanding and all shares of Common Stock then issuable upon (a) conversion of the Series A Preferred Stock then outstanding, (b) conversion of the Series B Preferred Stock then outstanding, (c) conversion of the Series C Preferred Stock then outstanding, (d) conversion of the Series D Preferred Stock then outstanding, (e) exercise or conversion of any options, warrants, and other derivative securities then outstanding and (0 the exercise or conversion of any other... then outstanding securities or indebtedness of the Company pursuant to which Common Stock may be issued View More

Fully Diluted Basis. Without duplication, (i) all shares of Common Stock outstanding at the time of determination plus (ii) all shares of Common Stock issuable upon conversion of any convertible securities or the exercise of any option, warrant or similar right, whether or not such conversion, right or option, warrant or similar right is then exercisable.

Fully Diluted Basis. Means the Voting Securities that would be outstanding after giving effect to the conversion or exchange of all outstanding Convertible Securities and the exercise of all outstanding Rights to Purchase Voting Securities, in each case, whether or not presently convertible, exchangeable or exercisable.

Fully Diluted Basis. Means the number of the issued and outstanding share capital and the partnership equity rights (as applicable) in each TTG entity after giving effect to the exercise, exchange or conversion of any outstanding securities, rights, options, warrants, calls, commitments or agreements of any nature or character (whether debt or equity) that are, directly or indirectly, exercisable or exchangeable for, or convertible into or otherwise represent the right to purchase or otherwise receive from such... entity, directly or indirectly, any such shares or partnership equity rights or any other outstanding arrangement to acquire from such entity at any time or under any circumstance, shares or partnership equity rights of such entity or any such other securities of such entity, including all Options and/or shares or partnership equity rights reserved by such entity for grant or issuance to officers, directors, employees and consultants. View More

Fully Diluted Basis. Means, at the relevant time of determination, the number of outstanding Class B Common Shares assuming the conversion or exchange of all outstanding and vested convertible or exchangeable securities (including the conversion of the Class A Common Shares into Class B-1 Common Shares) and the exercise of all then outstanding warrants, options or other rights to subscribe for or purchase any vested Class B Common Shares.

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.