Fully Diluted Basis

Fully Diluted Basis. Means a basis assuming that all outstanding rights, options, warrants and other convertible or exchangeable securities are exchanged, converted or exercised in lull, whether or not the same arc "in the money" into shares of Common Stock, including all Anti-Dilution Securities and any securities issued in connection with a stock split, stock dividend or recapitalization of such Anti-Dilution Securities.

Fully Diluted Basis. Means the number of shares of Common Stock that would be outstanding if all warrants, options and other derivative securities that have vested as of the date of calculation were exercised and shares of Common Stock were issued in exchange therefor.

Fully Diluted Basis. Means that the calculation of the percentage of aggregate Beneficial Ownership of any Person in respect of Company Voting Stock shall be on the basis of the following equation: (i) the numerator of which shall be all vested Derivative Securities (plus, if such Person is Alonim or any of its Affiliates, all Conversion Rights (as defined in the Note) or other rights to acquire Company Voting Stock that can still potentially vest pursuant ... to the Note or any other security), on a fully converted, exchanged or exercised basis, as the case may be, into Company Voting Stock, plus the shares of Company Voting Stock then Beneficially Owned by such Person; and (ii) the denominator of which shall be the greater of (A) all shares of Company Voting Stock outstanding, plus all vested Derivative Securities then outstanding, plus all Conversion Rights that can still potentially vest pursuant to the Note and (B) 40,000,000 (as adjusted for any stock dividends, distributions, consolidations or splits with respect to such shares). View More

Fully Diluted Basis. Shall mean the then outstanding shares of Common Stock of the Company, including all shares of Common Stock into which outstanding shares of Preferred Stock are then convertible, shares of Common Stock issuable upon exercise of outstanding options, warrants or other convertible securities, and any Common Stock reserved for future issuance pursuant to plans approved by the Board of Directors.

Fully Diluted Basis. Shall mean, without duplication, the sum of (a) all Common Stock issued and outstanding at the date of determination, (b) all Common Stock issuable, as of the date of determination, upon the exercise of this Warrant and any other Option, warrant or similar right outstanding at the time of determination, whether or not presently exercisable, and (c) all Common Stock issuable, as of the date of determination, upon the exercise of any conversion or exchange right contained in any security... convertible into or exchangeable for Common Stock. View More

Fully Diluted Basis. Shall mean, when used with respect to outstanding shares of Common Stock, all shares of Common Stock which would be outstanding after giving effect to the transactions contemplated by this Agreement and assuming the exercise, conversion or exchange of all Convertible Securities.

Fully Diluted Basis. Means, with respect to any determination or calculation, that such determination or calculation is performed on a fully diluted basis (assuming, for the avoidance of doubt, the full exercise of this Warrant, other Warrants and any other then-outstanding warrants of the Company) determined in accordance with generally accepted United States accounting principles as in effect from time to time. 2

Fully Diluted Basis. Shall include, when used to refer to the number of shares of Common Stock then outstanding, (i) all shares of Common Stock that are issued and outstanding at such time, plus (ii) all shares of Common Stock that are issuable upon the conversion, exercise or exchange of all other debt or equity securities that are issued and outstanding at such time and that are, by their terms, convertible into or exercisable or exchangeable for shares of Common Stock, regardless of whether such securities are... then convertible, exercisable or exchangeable. View More

Fully Diluted Basis. Means without duplication, all shares of Company Stock issued or issuable directly or indirectly upon the exercise or exchange of all outstanding options, warrants or similar rights, excluding outstanding options that are Out of the Money or not then exercisable or fully vested.

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.