Fully Diluted Shares Sample Clauses

Fully Diluted Shares. For purposes of the Closing and the calculation of the Per Share Amount and the Closing Date Per Share Amount, the Company shall, not less than two (2) days prior to the Closing Date, provide Buyer with an officer’s certificate (the

Fully Diluted Shares. The "Fully Diluted Shares" shall mean -------------------- that number equal to the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (regardless of whether such shares are unvested, subject to any right of repurchase, risk of forfeiture or other condition in favor of the Company at such time); plus (B) the number of shares of Company Common Stock issuable upon conversion of the shares of Series A and Series B Preferred immediately prior to the Effective Time; plus (C) the number of shares of Company Common stock issuable upon exercise of the Company Options or Stock Purchase Rights (as such terms are defined in Section 1.6(f)) outstanding at the Effective Time (regardless of whether such Company Options or Stock Purchase Rights are vested); plus (D) the number of shares of Company Common Stock issuable upon conversion of the shares of Series B Preferred which shares of Series B Preferred are themselves issuable upon "net exercise" of the Series B Warrant to the extent such warrant remains exercisable immediately prior to the Effective Time; plus (E) the number of shares of Company Common Stock issuable in connection with any other options, warrants, calls, rights, exchangeable or convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell or cause to be issued, delivered or sold any Company Capital Stock immediately prior to the Effective Time.

Fully Diluted Shares. For purposes of this Note, the “Fully Diluted Share Number” means, as of a given date, the number of issued and outstanding shares of Common Stock on a fully-diluted basis, assuming: (i) the conversion all outstanding securities of the Company that are convertible into shares of Common Stock, including shares of preferred stock and convertible promissory notes (other than the Seller Notes); (ii) the exercise of all outstanding options and warrants, whether vested or unvested; and (iii) the issuance of all shares of Common Stock reserved and available for future issuance under any equity incentive plans.

Fully Diluted Shares the sum of the number of shares of WGI Common Stock outstanding immediately prior to the Closing plus the number of WGI Shadow Stock Units outstanding immediately prior to the Closing. Government Contract: any prime contract, purchase order, delivery order or task order with the United States Government and any contract, purchase order, delivery order or task order with a prime contractor or higher-tier subcontractor under a prime contract, purchase order, delivery order or task order with the United States Government.

Fully Diluted Shares. Upon the conversion of the Preferred Stock (as defined below); assuming that no convertible securities, options or warrants in LADP or LA Digital are assumed by the Company in connection with the Closing; that and all outstanding warrants and options of the Company are exercised; that the Company’s September 23, 2008, Convertible Promissory Notes with ▇▇▇▇ ▇▇▇▇▇ and Pinnacle Three Corporation (the “Convertible Notes”) are exercised in full with all accrued interest as of January 23, 2009; not taking into account any accrued by unpaid interest on the Convertible Notes after January 23, 2009; and assuming the successful completion of the requirements and undertakings set forth in Article VII below, including but not limited to the cancellation of the Firer Shares, the Spin-Off and Reverse Stock Split, the Preferred Stock (when automatically converted in connection with the effectiveness of the Reverse Stock Split) will represent approximately 97.8% of the Company’s then outstanding shares of common stock.

Fully Diluted Shares. Section 24(h) of each of the Notes is hereby amended in its entirety to read as follows:

Fully Diluted Shares. Fully Diluted Shares" shall have the meaning specified in Section 3.1(b).

Fully Diluted Shares. As used in Section 1.2, the term “Fully Diluted Shares” shall mean the sum of (a) all shares of Common Stock of the Company that are outstanding at the time in question, plus (b) all shares of Common Stock of the Company issuable upon conversion of all shares of Preferred Stock or other stock or securities convertible into or exchangeable for shares of Common Stock (“Convertible Securities”) that are outstanding at the time in question, plus (c) all shares of Common Stock of the Company that are issuable upon the exercise of rights, warrants or options that are outstanding at the time in question, assuming the full conversion or exchange into Common Stock of all such rights or options that are rights or options to purchase or acquire Preferred Stock or other Convertible Securities, plus (d) all shares of Common Stock of the Company that are reserved for future grants of awards, rights or options under the Company’s equity incentive plan(s).

Fully Diluted Shares. The term "Fully-Diluted Shares" shall mean the aggregate number of (i) shares of Company Common Stock outstanding on the Effective Date and (ii) shares of Company Common Stock issuable upon the exercise of vested Company Stock Options outstanding on the Effective Date.