Anti-Dilution – Equity Shares Sample Clauses

Anti-Dilution – Equity Shares. Except for any (a) Equity Shares issued to the employees of the Company and/or any Subsidiary under any employee stock option plan approved by the Board; and (b) Equity Shares issued to SAIF pursuant to this Section 7.1; if the Company, at any time and from time to time after the date of this Agreement, issues additional Securities to any Person at a price per Security that is lower than the Equity Share Anti-Dilution Price or the price at which such Security is convertible into shares is less than the Equity Share Anti-Dilution Price, (such lower price per Security, the “Equity Share Subsequent Issue Price”), SAIF and the Preferred Shareholders shall have the right to cause the Company to issue, and the Founders, Travogue and SAIF, Helion, Tiger and Sierra shall cause the Company to issue, and the Company shall be obligated to issue, (x) such number of additional Equity Shares or Preferred Shares to SAIF and (y) such number of additional Preferred Shares to each of Helion, Tiger and Sierra such that the average consideration paid by (i) SAIF per Equity Share or Preferred Share to acquire all the Equity Shares or Preferred Shares issued to it by the Company through the time of such issuance (including the Equity Shares or Preferred Shares acquired by SAIF pursuant to this Section 7.1), and (ii) each of Helion, Tiger and Sierra per Preferred Share to acquire all the Preferred Shares issued to each of Helion, Tiger and Sierra by the Company through the time of issuance (including the Preferred Shares acquired by each of Helion, Tiger and Sierra pursuant to this Section 7.1) is equal to the Equity Share Subsequent Issue Price.
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Related to Anti-Dilution – Equity Shares

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Shares The term “

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