Fully Diluted Basis

Fully Diluted Basis. Means, for the purposes of determining the number of shares of Common Stock outstanding, a basis of calculation which takes into account (a) shares of Common Stock actually issued and outstanding at the time of such determination, and (b) that number of shares of Common Stock that is then issuable upon conversion of all then outstanding shares of Series B Preferred Stock.

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, 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 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. Means, with respect to any calculation of numbers of Common Stock held by Parent, that number of shares of Common Stock that are required to be included in the denominator to determine Parent's percentage ownership of Mpower's Common Stock under Rule 13d-3 under the Exchange Act and with respect to any calculation of any percentage of Common Stock acquired, held or disposed of by Parent, the percentage of shares of Common Stock calculated in accordance with Rule 13d-3 under the Exchange Act.

Fully Diluted Basis. Means, with respect to the calculation of the ------------------- number of shares of Capital Stock, as of each date of determination thereof, (i) all shares of Capital Stock outstanding at the time of determination and (ii) all shares of Capital Stock issuable upon the exchange, exercise or conversion of any security or other right (other than any Capital Stock) then outstanding which is exchangeable, exercisable or convertible into Capital Stock.

Fully Diluted Basis. With reference to outstanding equity securities of the Company (or any successor to the Company), is defined as the shares of common stock of such entity that would be outstanding assuming that all outstanding options, warrants and other rights to acquire common stock in such entity have been exercised and all securities convertible into common stock of such entity have been converted,... regardless of whether such options, warrants or other rights are then exercisable or whether such securities are then convertible. View More

Fully Diluted Basis. Means, with reference to the determination of -------------------- Common Stock or Other Securities deemed outstanding at any time, the number of Common Stock or Other Securities then issued and outstanding, assuming full conversion, exercise and exchange of all Warrants, Convertible Securities and Options that are (or may become) exchangeable for, or exercisable or convertible into, Common Stock.

Fully Diluted Basis. Means at any time (i) as applied to any calculation of the number of securities of the Company, after giving effect to (x) all shares of Common Stock and Other Securities of the Company outstanding at the time of determination, and (y) all shares of the Company's Common Stock or Other Securities issuable upon the exercise of any Convertible Security or Option, including without limitation, those shares issuable upon exercise or conversion of the Convertible Securities or... Options that may be held by Research Works, Ltd., JWGenesis and Gruntal & Co. and the other Convertible Securities or Options listed in Exhibit 2.12A to the Purchase Agreement; 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 (y) above if such Convertible Security or Option were exercisable at such time. View More