Anti-Dilution Right. In the event that the Company proposes to issue any Shares or convertible securities other than stock options pursuant to the Company’s stock option plans (the “Affected Securities”), the Company shall offer for subscription to the Lender that number of Affected Securities that bears the same proportion to the total number of Affected Securities as the number of Shares held by the Lender (assuming the exercise by the Lender of any outstanding but unexercised Warrants or other dilutive securities of the Company held by the Lender) bears to the fully-diluted number of Shares outstanding (the “Proportionate Entitlement”) at the date of the offer, on terms (including price) no less favourable than the terms upon which the Company proposes to issue Affected Securities. Such offer shall be made in writing by the Company to the Lender and shall contain a description of the terms and conditions relating to the Affected Securities and shall state the price at which the Affected Securities are offered and the date on which the purchase of Affected Securities by is to be completed and shall state that if the Lender wishes to subscribe for Affected Securities, the Lender may do so by giving notice of the exercise of the participation right to the Company within five (5) Business Days after the receipt of the offer failing which the Lender shall be deemed to have waived its right to acquire the Affected Securities pursuant to the provisions of this Section. The offer shall also state that the Lender may subscribe for a number of Affected Securities less than its Proportionate Entitlement if it elects to do so.
Anti-Dilution Right. If prior to the earlier of (a) the date the Company has sold additional shares of Preferred Stock (other than the Series A Preferred Stock that may be issued at additional closings under the Series A Agreement) with an aggregate purchase price of at least [*] and (b) [*] after the Effective Date, the Company issues “Additional Shares of Common Stock” (as such term is defined in the Company’s currently-effective Amended and Restated Certificate of Incorporation, as may be amended (the “Restated Charter”)) and such issuance results in an adjustment to the “Conversion Price” (as defined in the Restated Charter) of the Company’s Series A Preferred Stock pursuant to Section 5.1.3 of the Restated Charter, then promptly following such issuance, the Company shall issue to the Purchaser, without additional consideration, a number of additional shares of Common Stock of the Company equal to the number of shares of Common Stock by which the Purchaser’s holdings would have increased, on an as-converted basis, pursuant to Section 5.1.3 of the Restated Charter if, in lieu of the Shares, the Purchaser held an 585,084 shares of Series A Preferred Stock of the Company (as adjusted for any stock dividends or stock splits following the Effective Date).
Anti-Dilution Right. Notwithstanding anything to the contrary herein, if at any time after the date on which the Shareholder notifies the Company in writing that the Shareholder and its Affiliates beneficially own a number of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company equal to or greater than 10.7% of the Company’s issued and outstanding share capital on an actual basis (the “Anti-Dilution Right Vesting Date”), the Company proposes to sell, offer or issue any new Equity Securities in a Diluting Transaction (as defined below), the Shareholder and its Affiliates holding Ordinary Shares (including Ordinary Shares represented by ADSs) shall have a right (the “Anti-Dilution Right”) to purchase, in the aggregate, for the Anti-Dilution Consideration (as defined below), a number of Equity Securities (“Anti-Dilution Securities”) such that the Shareholder’s and its Affiliates’ aggregate percentage ownership in the Company’s issued and outstanding share capital on an actual basis giving pro forma effect to any such sale, offer or issuance shall be equal to 10.0%. For the purposes hereof, “Diluting Transaction” means any one or a series of transactions within the same scheme involving the sale, offer or issuance of Equity Securities that would, giving effect on a pro forma basis to such transactions, reduce the aggregate percentage ownership of Ordinary Shares (including
Anti-Dilution Right. The Company hereby grants to Investor the right to purchase, upon the issuance by the Company of New Securities (as defined in this Section 7) all or any portion of the "Anti-Dilution Shares" (as defined in this Section 7). The Anti-dilution Shares are, with respect to Investor, that number of New Securities being issued, the purchase of which will result in Investor having the same Percentage Equity (as defined in this Section 7) in the Company immediately after such issuance of New Securities as it had immediately prior to such issuance of New Securities. For purposes of this anti-dilution right, Investor's "Percentage Equity" in the Company, to be calculated before or after each issuance of New Securities, shall be the proportion that the number of shares of common stock (assuming the conversion of all convertible securities and the exercise of all rights, options and warrants) held by Investor at such time bears to the total number of outstanding shares of common stock (assuming the conversion of all convertible securities and the exercise of all rights, options and warrants) of the Company at such time. This anti-dilution right shall be subject to the following provisions:
Anti-Dilution Right. (a) Provided the Escrowed Funds have been released to JET and SLAS has acquired its Units, if JET enters into any agreement with any third party (“New Subscriber”) to issue Equity Securities of JET (“Additional Securities”) (excluding any Exempt Issuance), SLAS shall, subject to the receipt of all required approvals and compliance with applicable Laws, have the right (the “Anti-Dilution Right”) to maintain its then Pro Rata Percentage Equity Interest in JET by subscribing for and purchasing such number of the Additional Securities as may be required to maintain such Pro Rata Percentage Equity Interest at the same price and on terms no less favourable to SLAS as agreed to with the New Subscriber.
Anti-Dilution Right. 7.2.1. Without prejudice to Article 7 and Article 11 of this Agreement, with respect to each of Xxxxx Xxxx, Oikocredit, Creation and Creation II (Creation and Creation II are to be treated as a single block as per Article 22.28) and Gawa (collectively referred to as the “Protected Parties” and individually as a “Protected Party”), in the event that the Company proposes to issue any Equity Shares or Securities to any Person or proposes to convert any Securities convertible to Equity Shares at a price lower than the broad based weighted average of the respective entry price of each such Protected Party shall be determined, each such price being hereinafter referred to as the “Average Entry Price per Share”, the same shall thereafter be adjusted for share combinations, consolidations, sub-divisions, share splits or the like, if any happened with respect to such Securities (“Dilutive Issuance”), and then each Protected Party, as applicable, be compensated as set out in Article 7.2.2 below. It is clarified that Creation and Creation II will be treated as a single block for the purposes of calculating the Average Entry Price per Share.
Anti-Dilution Right. (1) Commencing on the date of closing of the transactions contemplated by the Share Purchase Agreement (the "Closing Date"), and subject to such transactions closing in accordance with the terms and subject to the conditions contained in the Share Purchase Agreement, if Endeavour proposes or becomes obligated to issue ordinary shares of the capital of Endeavour or other voting or equity shares of Endeavour (collectively, "Voting Shares"), or any securities convertible into Voting Shares or entitling the holder thereof to acquire Voting Shares (collectively, "Convertible Securities") (each such issuance of Voting Shares or Convertible Securities, an "Issue"), Xx Xxxxxx shall have the right but not the obligation to subscribe for additional Voting Shares or Convertible Securities, as applicable (the "Anti-dilution Right") as follows:
Anti-Dilution Right. Upon any offering of equity securities until and including closing of the Qualified Financing, Company will issue to University that number of additional Shares so that University's ownership of Shares equal to one-half of a percent (0.5%) of Fully Diluted Shares. If Company raises more than Qualified Offering Proceeds, the number of Shares issued to University should be calculated as if Company raises not more than the Qualified Offering Proceeds.
Anti-Dilution Right. (a) The Parties acknowledge and agree that:
Anti-Dilution Right. If, at any time from the Effective Date and through December 31, 2015, Buyer proposes to issue equity securities of any kind (for purposes of this Section 2.11, the term “equity securities” shall not include any warrants, options (including issuance or exercise of options issued pursuant to an employee stock option plan, stock bonus plan, stock purchase plan, employment agreement or other management equity program approved by the Board) or other rights to acquire equity securities or debt securities convertible into equity securities) of Buyer (a “Triggering Issuance”) (other than the issuance of securities (A) pursuant to the acquisition of another Person by Buyer or any subsidiary, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, provided such acquisition has been approved by the board of directors of Buyer (the “Board”) and such securities are being issued as consideration for the transaction and not in connection with financing the transaction, or (B) to Seller and/or its Affiliates, then, subject to the provisions set forth below, as to Seller, Buyer shall (i) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest or dividend rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as Seller may reasonably request in order to evaluate the proposed issuance, and (ii) issue to Seller, contemporaneous with the consummation of the Triggering Issuance, a portion of the Proposed Securities equal to 4.9% of the Proposed Securities.
