Common use of Fully Diluted Shares Clause in Contracts

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. The "Fully Diluted Shares" shall mean that -------------------- that number equal to the sum of (A) the number of shares of Company Impulse Buy 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 Impulse Buy at such time); plus (B) the number of shares of Company Impulse Buy Common Stock issuable upon conversion of the shares of Impulse Buy Series A Preferred and Impulse Buy Series B Preferred immediately prior to the Effective Time; plus (C) the number of shares of Company Impulse Buy Common stock issuable upon exercise of the Company Impulse Buy 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 Impulse Buy Options or Stock Purchase Rights are vested); plus (D) the number of shares of Company Impulse Buy Common Stock issuable upon conversion of the shares of Impulse Buy Series B Preferred which shares of Impulse Buy Series B Preferred are themselves issuable upon "net exercise" of the Impulse Buy Series B Warrant to the extent such warrant remains exercisable immediately prior to the Effective Time; plus (E) the number of shares of Company Impulse Buy 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 Impulse Buy is a party or by which it is bound obligating the Company Impulse Buy to issue, deliver, sell or cause to be issued, delivered or sold any Company Impulse Buy Capital Stock immediately prior to the Effective Time.