Anti-Dilution Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) as a result of the conversion of New Notes which are issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (v) are “Excepted Issuances”), if at any time when the New Notes are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time without the consent of a Majority in Interest of the Subscribers, then the Conversion Price shall automatically be reduced to such other lower price. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.000001 per share of Common Stock. For purposes of the adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or ...
Anti-Dilution Provision. If Umpqua changes or proposes to change the number of shares of Umpqua Common Stock issued and outstanding prior to the Effective Date as a result of a stock split, stock dividend or similar transaction with respect to the outstanding Umpqua Common Stock, or exchanges Umpqua Common Stock for a different number or kind of shares or securities or is involved in any transaction resulting in any of the foregoing, and the record date therefor shall be prior to the Effective Date, the Exchange Ratio shall be proportionately adjusted.
Anti-Dilution Provision. If during the Anti-Dilution Provision Period, the Company issues any shares of Common Stock or other securities at a price per security that is less than the Conversion Price of this Debenture, then this Debenture shall have a new conversion price equal to such price per security that is less than the Conversion Price of this Debenture (the "Conversion Price as Adjusted"). The foregoing provision shall not apply to the following:
a. The issuance of any of the Senior Debentures or the issuance of shares of Common Stock upon conversion of any of the Senior Debentures;
b. The issuance of any shares of Common Stock if such issuance relates to an agreement, arrangement or grant to issue shares of Common Stock made by the Company prior to the Issue Date of this Debenture, including but not limited to, for example, previously issued convertible promissory notes, previously issued warrants, previously issued options to purchase Common Stock, or common stock vested or to be issued pursuant to a pre-existing Employee Stock Ownership Plan. In the event of an adjustment to the Conversion Price pursuant to this Section 3.5(c), for all purposes of this Debenture, Conversion Price shall mean Conversion Price as Adjusted and Conversion Shares shall mean Conversion Shares as Adjusted.
Anti-Dilution Provision. It is the parties intent that the Shareholder at all times may have the privilege of maintaining the 20% equity interest in Ameriquest. To this end, ninety-one thousand one hundred forty-four (91,144) shares of the authorized shares shall be set aside and subject to the right and option of the Shareholder to additional shares from this pool so that his interest shall not be diluted below 20%. Commencing January 1, 2000 and on the 1st day of January during the next successive four (4) years, Ameriquest will notify the Shareholder in writing of any additional shares issued during the prior calendar year and the Shareholder shall then have the right and option exercisable within thirty (30) days of the written notice to elect to acquire a sufficient number of shares to preserve his 20% position. The option price shall be the offering price for the shares issued the previous year. It shall be payable in the same manner as set forth in paragraph 1, i.e., 20% down with the balance payable in equal installments over the remaining term of this Agreement subject to the right of the Shareholder to defer an annual payment one time in which case the balance shall be payable in equal installments over the extended term of this Agreement. The option contained in this Paragraph 2 shall not be applicable in the event of a public offering.
Anti-Dilution Provision. In the event of a stock dividend, stock split, merger or reclassification with respect to the Grantor's common stock occurs during the one year period commencing on the effective date hereof, or any extension thereof, the Option exercise price shall be proportionately reduced or increased and the number of shares subject to the Option shall be proportionately increased or decreased as appropriate to place the Grantee in the same position as Grantee would have been if he had exercised the Option immediately before the stock dividend, stock split, merger or reclassification; provided, however, these adjustments shall not apply if the adjustments will be less than $.001 per share.
Anti-Dilution Provision. The number of shares underlying the option shall be proportionately increased in the event that the Corporation causes to be issued additional Shares in the form of a stock dividend, stock splits, option exercise at less than book value, or other such reclassification; or conversely, proportionately decreased in the event of a reverse split or reclassification. In the event that stockholders of the Corporation are granted the right to purchase additional shares from the proceeds of a cash dividend by the Corporation, such event shall be treated as a stock dividend as relates to the Option.
Anti-Dilution Provision. The number of shares of Common Stock underlying the Options shall be proportionately increased in the event that the Corporation causes to be issued additional shares in the form of a stock dividend, stock splits, option exercise at less than book value (with the exception of the exercise of options under (i) the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between Thermo-Tilt Window Company, a Delaware corporation ("Thermo-Tilt") and Xxxxxx X. Xxxxxxxx; (ii) the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between Thermo-Tilt and Xxxxx Xxxxxxxx, (iii) the Stock Option Agreement - LD Capital, Inc., dated October 22, 1997, by and between Thermo-Tilt and LD Capital, Inc. and (iv) the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between Thermo-Tilt and Xxxxxxx X. Xxxxxxxx) or other such reclassification; or conversely, proportionately decreased in the event of a reverse split or reclassification. In the event that stockholders of the Corporation are granted the right to purchase additional shares from the proceeds of a cash dividend by the Corporation, such event shall be treated as a stock dividend as relates to the option.
Anti-Dilution Provision. The number of shares underlying the option shall be proportionately increased in the event that the Corporation causes to be issued additional Shares in the form of a stock dividend, stock splits, option exercise at less than book value (with the exception of the exercise of options under (i) the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between the Corporation and Xxxxxx X. Xxxxxxxx; (ii) the Stock Option Agreement - Xxxxxxxx, dated October 22, 1997, by and between the Corporation and Xxxxx Xxxxxxxx, and (iii) the Stock Option Agreement -Xxxxxxxx, dated October 22, 1997, by and between the Corporation and Xxxxxxx X. Xxxxxxxx) or other such reclassification; or conversely, proportionately decreased in the event of a reverse split or reclassification. In the event that stockholders of the Corporation are granted the right to purchase additional shares from the proceeds of a cash dividend by the Corporation, such event shall be treated as a stock dividend as relates to the option.
Anti-Dilution Provision. Subject to the terms of the Securities Purchase Agreements and except for the issuance or sale of Stock (or securities convertible into or containing options or rights to acquire shares of Stock) (i) pursuant to a Public Sale, (ii) upon the exercise of any outstanding warrants or options or the conversion of any outstanding convertible securities the issuance of which does not violate the provisions of this Section 3, (iii) pursuant to the Equity Incentive Plan as permitted under the Securities Purchase Agreements, (iv) in an Acquisition approved by the Board of Directors as provided in Section 4.2 hereof and (v) pursuant to the Securities Purchase Agreements, if, after the date hereof, the Company authorizes the issuance and sale of any equity securities or any securities convertible into or containing options or rights to acquire any equity securities, the Company will first offer to sell to the Stockholders who are “accredited investors” as defined under Rule 501(a) under the Securities Act an aggregate of not less than eighty percent (80%) of such securities. Each of the Stockholders who are “accredited investors” as defined under Rule 501(a) under the Securities Act shall be entitled to purchase that portion of such securities equal to the percentage determined by dividing (A) the sum of (1) the number of shares of Common Stock held by such Stockholder and (2) the number of shares of Common Stock then purchasable by, or issuable to, such Stockholder upon the exercise of all outstanding options, warrants and other purchase rights and the conversion or exchange of all outstanding convertible or exchangeable securities held by such Stockholder, by (B) the sum of (x) the number of shares of Common Stock held by all Stockholders and (y) the number of shares of Common Stock then purchasable or issuable upon exercise of all outstanding options, warrants and other purchase rights and the conversion or exchange of all outstanding convertible or exchangeable securities held by all Stockholders. In the event the parties to that certain Shareholders Agreement dated as of August 14, 1998, as amended, do not fully exercise any of their respective options under Section 3, 4 or 5 thereof, each of the Stockholders who are “accredited investors” as defined under Rule 501(a) under the Securities Act will be entitled to purchase its applicable percentage (calculated as aforesaid) of any shares of Common Stock not so purchased, in the same manner and upon the same terms a...
Anti-Dilution Provision. In order to decide on any capital increase in RASA and/ or any other initiative which may imply the dilution of the owners’ participation or percentage stake in the capital stock in the Syndicated Shareholders' Company, express written consent from all the Syndicated Shareholders shall be required, which will not be reasonably denied.
