Common use of Anti-Dilution Protection Clause in Contracts

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.

Appears in 6 contracts

Samples: Exclusive (Equity) Agreement, Sample Agreement, Exclusive License Agreement With Equity

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Anti-Dilution Protection. Company 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 ***** Company 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- post-financing equity valuation of Company of at least [***** 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.

Appears in 2 contracts

Samples: Equity) Agreement (Ceribell, Inc.), Equity) Agreement (Ceribell, Inc.)

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Anti-Dilution Protection. Company 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 ***** Company 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- post-financing equity valuation of Company of at least [***** 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.. PA-1663372 S11-220 : MKA ConfidentialEXCLUSIVE (EQUITY) AGREEMENT

Appears in 1 contract

Samples: Equity) Agreement (Ceribell, Inc.)

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