Anti-Dilution Protection. (a) In the event, prior to the payment of this Note, Aspen shall issue any of its shares of Aspen Common Stock as a stock dividend or shall subdivide the number of outstanding shares of Aspen Common Stock into a greater number of shares, then, in either of such events, the shares obtainable pursuant to conversion of this Note shall be increased proportionately; and, conversely, in the event that Aspen shall reduce the number of outstanding shares of Aspen Common Stock by combining such shares into a smaller number of shares, then, in such event, the number of shares of Aspen Common Stock obtainable pursuant to the conversion of this Note shall be decreased proportionately. Any dividend paid or distributed upon Aspen Common Stock in shares of any other class of capital stock of Aspen or securities convertible into shares of Aspen Common Stock shall be treated as a dividend paid in Aspen Common Stock to the extent that the shares of Aspen Common Stock are issuable upon the conversion of the Note. In the event that Aspen shall pay a dividend consisting of the securities of any other entity or in cash or other property, upon conversion of this Note, the Holder shall receive the securities, cash, or property which the Holder would have been entitled to if the Holder had converted this Note immediately prior to the record date of such dividend.
(b) In the event, prior to the payment of this Note, Aspen shall be recapitalized by reclassifying its outstanding Aspen Common Stock (other than into shares of common stock with a different par value, or by changing its outstanding shares of common stock to shares without par value), or in the event Aspen or a successor corporation, partnership, limited liability company or other entity (any of which is defined as a “Corporation”) shall consolidate or merge with or convey all or substantially all of its, or of any successor Corporation’s property and assets to any other Corporation or Corporations (any such other Corporation being included within the meaning of the term “successor Corporation” used in the context of any consolidation or merger of any other Corporation with, or the sale of all or substantially all of the property of any such other Corporation to, another Corporation or Corporations), or in the event of any other material change in the capital structure of Aspen or of any successor Corporation by reason of any reclassification, reorganization, recapitalization, consolidation, merger, conveyance or otherwis...
Anti-Dilution Protection. In the event that the Company consummates a sale of Common Stock for cash consideration (a “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash consideration.
Anti-Dilution Protection will issue Stanford, without further consideration, any additional shares of stock of the class issued pursuant to Section 7.2 necessary to ensure that the number of shares issued Stanford pursuant to Section 7.2 and this Section 7.3 does not represent less than % of the shares issued and outstanding on a Fully-Diluted Basis at any time through the completion of issuance of all shares to be issued in connection with the First Round of bona fide equity investment in ***** from a single or group of investors which is both (i) at least $X,000,000 in size and (ii) at a price per share which, when applied to stock actually outstanding immediately after such round, implies a post- financing equity valuation of ***** of at least $Y,000,000. A “First Round” is a bona fide round of equity, warrant, option or convertible equity investment which includes all the tranches prior to the completion of the financing. This right will expire upon the issuance of all shares to be issued in connection with such First Round, but will apply to all shares to be issued in or in connection with such First Round.
Anti-Dilution Protection. For so long as there remains any amount due and owing under this Note (the “AntiDilution Period”), the Commitment Shares issued to the Buyer hereunder shall have the anti-dilution rights (the “Anti-Dilution Rights”) described in this paragraph, such that the Company would be required to issue, from time to time, True-up Shares (defined below) to the Buyer. The Anti-Dilution Rights are based on the percentage that the Commitment Shares bear to 199,885,350 shares (the “4.99% Share Amount”) (199,885,350 shares is 4.99% of 4,005,718,437 currently outstanding shares of Company common stock). The 9,194,726 Commitment Shares represent 4.60% of the 4.99% Share Amount (9,194,726 ÷ 199,885,350 = 4.60%).
Anti-Dilution Protection. No holder of shares of Common Stock (or securities convertible into or exchangeable or exercisable for any of the foregoing) has any rights to purchase or receive additional or other securities upon the occurrence of an event that might dilute such holder's percentage interest in the Company.
Anti-Dilution Protection. The Series A Preferred Stock will have customary anti-dilution provisions, including in connection with (a) a subdivision or combination of outstanding common stock, reclassification, recapitalization, stock split, dividend or other distribution payable in any form, (b) any Deemed Liquidation Event under clauses (i) through (iv) of such definition, and (c) any consideration in respect of a tender offer or exchange offer for common stock of PropCo or securities junior to the Series A Preferred Stock made by PropCo or any of its subsidiaries. The Series A Preferred Stock shall be adjusted on a weighted average basis for issuances of common stock (or common stock equivalents, equity securities, or securities/debt convertible into equity securities). In the event that a shareholder rights plan is in effect, the Series A Preferred Stock will receive upon conversion of such shares, in addition to the common stock of PropCo, rights under the shareholder rights agreement.
Anti-Dilution Protection. If the Company issues or proposes to issue Equity Securities (“New Issuance”) to any person at an effective issue price that is less than the subscription price in USD of the Series H CCPS (as adjusted for share splits or similar reorganization of the share capital of the Company), other than the issue of Equity Shares on the conversion of the Equity Securities existing as on the date of subscription of Series H CCPS, then the holders of Series H CCPS shall be entitled to an adjustment to the Normal Conversion Factor based on broad-based weighted average method such that the holders of Series H CCPS receive a higher number of Equity Shares to compensate for the higher subscription price paid for the subscription of Series H CCPS by its holders than the effective issue price of Equity Securities in the New Issuance.
Anti-Dilution Protection. (a) The Exercise Price and the number of Common Shares issuable to the Holder upon the exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided as follows:
Anti-Dilution Protection. If the Company, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or issue any Common Stock or common stock equivalents entitling any entity or person to acquire, shares of Common Stock at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances, collectively, a “Dilutive Issuance”), then the Exercise Price shall be reduced (and only reduced) to equal the Base Share Price. Notwithstanding the foregoing, the Base Share Price as of the Issuance Date shall be deemed to be six dollars ($6.00) per share. Such adjustment shall be made whenever such Common Stock or common stock equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 4(h) in respect of an Exempt Issuance (as defined below). Furthermore, if the adjustment is caused by the issuance of a common stock equivalent and such security expires or terminates without being exercised, converted or exchanged, the Base Share Price shall be readjusted to the Exercise Price in effect immediately prior to issuance of such common stock equivalent. The Company shall notify the Holder, in writing, no later than five (5) business days following the issuance of any Common Stock or common stock equivalents subject to this Section 4(h), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 4(h), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder shall be entitled to receive the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. For purposes of this Agreement, “Exempt Issuance” means the issuance of: (i) shares of Common Stock, restricted stock units or options (and Common Stock issued upon exercise of such options) to employees, officers, consultants, advisors, directors or former directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the existing members of the Board of Directors or a majority of the members of a committee of directors established for such purpose; (ii) securities upon the exercise, exchange...
Anti-Dilution Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor Shares, the average cost to each Subscriber of its, his or her Shares of the Company’s Common Stock shall be reduced to a pre-money valuation equal to a twenty percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by (y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock owned by the Subscriber in this Offering. A “Qualified Financing” shall mean the next offering of equity or equity linked securities by the Company after the Offering in an amount of at least $1,000,000.
