Fully Diluted Ordinary Shares

Fully Diluted Ordinary Shares. Shall mean, at any time, the aggregate Ordinary Shares then outstanding, assuming the conversion of all CPECs or other securities convertible into or exchangeable for Ordinary Shares, and the exercise of any and all in-the-money options, warrants, or other rights to purchase or acquire Ordinary Shares or CPECs. For purposes of this definition, (a) “Ordinary Shares” shall mean the ordinary shares of Luxco, par value €1.25 per ordinary share; provided that if any ordinary equity securities of... Dutchco or any other subsidiary of Luxco are distributed by Luxco to Luxco’s securityholders in a reorganization, liquidation or similar transaction of Luxco or otherwise, such distributed securities will be Ordinary Shares for purposes of this Agreement, and (b) “CPECs” shall mean the convertible preferred equity certificates, par value €1.25 per certificate, issued by Luxco, and, if applicable, any additional series of convertible preferred equity certificates duly authorized and issued by Luxco from time to time. View More