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 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. (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.
(b) JET shall not complete the sale and issuance of any of the Additional Securities to the New Subscriber until JET has given written notice to SLAS of the following details contained in an agreement to issue Additional Securities (the “Anti- Dilution Notice”) and SLAS has exercised or waived (or deemed to have waived) the Anti-Dilution Right: (A) the total number of outstanding Equity Securities of JET; (B) the total number of Equity Securities of JET which are proposed to be offered for sale; (C) the rights, privileges, restrictions, terms and conditions of the Equity Securities of JET proposed to be offered for sale; and (D) the consideration for which the Equity Securities of JET are proposed to be offered for sale.
(c) The SLAS shall have 5 Business Days from the date JET gives an Anti-Dilution Notice to SLAS, unless the Anti-Dilution Notice relates to a bought deal in which case SLAS shall have 2 Business Days from the date JET gives an Anti-Dilution Notice to SLAS to give notice to JET setting forth SLAS’ intention either to: (i) exercise its Anti-Dilution Right to purchase all of the Additional Securities to which SLAS is entitled, or (ii) waive its Anti-Dilution Right, provided that if SLAS fails to give notice to JET of its intention within such 5 or 2 Business Day period, as the case may be, SLAS shall be deemed to have waived its Anti- Dilution Right, and JET shall have the right to complete the issuance and sale of the Additional Securities described in an Anti-Dilution Notice to the New Subscriber. The election by SLAS to not exercise its Anti-Dilution Rights in full hereunder in two consecutive financings, each of which involving receipt by JET of gross proceeds of at least [REDACTED: dollar amount] shall result in termination by SLAS of its rights ...
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) Subject to the terms and conditions of this Section 3.2 and compliance with Applicable Law (including Securities Laws), if during the Term the Company proposes to offer or sell, or announces the intention to offer or sell, any New Securities, the Partner shall have the right, but not the obligation, to purchase up to such additional number of New Securities (on the same terms as other participants in the New Issue), as would be sufficient to enable the Partner to maintain its Ownership Percentage (the "Anti-Dilution Right"). The Partner may, in its sole discretion, assign all or a portion of the Anti- Dilution Right to a Subsidiary of the Partner (a "Substituted Purchaser") and in such case the terms of this Section 3.2 shall apply to such Substituted Purchaser in the same manner as such terms apply to the Partner and all references to the Partner will, where the context so requires, also be deemed to be references to the Substituted Purchaser.
(b) Where a New Issue is an issue of New Securities that by their terms are convertible into Shares ("Convertible Securities"), then the Partner is entitled to subscribe for such number of the Convertible Securities to maintain its Ownership Percentage as is determined on the basis of all such Convertible Securities issued under the New Issue (but no other outstanding Convertible Securities of the Company) being converted into Shares.
(c) The Parties acknowledge and agree that:
(i) the Anti-Dilution Right shall not apply to:
(A) New Securities issued pursuant to any stock dividend, stock split, share consolidation, share reclassification, reorganization, amalgamation, arrangement or merger involving the Company or any other similar event that affects all Shares in an identical manner;
(B) New Securities issued to employees or directors or franchisees of, or consultants or advisors to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement or as a component of such Person’s compensation, as approved by the Board and any applicable Governmental Authority (as applicable), and any New Securities issued upon the exercise, conversion or exchange thereof;
(C) New Securities actually issued upon the exercise, conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Convertible Security and such Convertible Security was, if applicable, originally issued in accordance with this Section 3.2;
(D) New Securities issued pursuant to ...
Anti-Dilution Right. (a) The Parties acknowledge and agree that:
(i) at the time of the Exchange Listing and excluding any shares of common stock issued in connection with the Concurrent Financing, Athena is expected to have no more that 50,000,000 shares of common stock issued and outstanding (on a pre-Consolidation basis);
(ii) Athena intends to conduct, either before or after the Exchange Listing and on a commercially reasonable efforts basis, a private placement of its common stock to raise up to USD $750,000 (in this Section 5.05, the "Concurrent Financing") at a minimum price of USD $0.03 per share for a total maximum offering of 25,000,000 shares of common stock in connection with the Concurrent Financing; and
(iii) immediately after giving effect to the Concurrent Financing and the issuance of the Option Shares, the Nubian Parties and their nominees shall not hold less than 40% (in the aggregate) of Athena's issued and outstanding common stock, on a non-diluted basis, with the effect that Athena shall issue to the Nubian Parties or their nominees in conjunction with the closing of the Concurrent Financing, for no additional consideration, such number of shares of common stock (the "Anti-Dilution Shares"), as is necessary for the Nubian Parties and their nominees to maintain the aforementioned percentage.
Anti-Dilution Right. (i) In the event that the Company proposes to issue New Shares to any Person (other than the issuance set out in above Section 4.5(vi)) after the Class B Ordinary Closing Date and prior to the date of completion of a Qualified IPO, the issue price per Share of such New Shares (“New Price Per Share”) shall not be lower than the then Effective Xxxxxxxxx Issue Price (as defined below) or the then Effective Class B Ordinary Share Issue Price (as defined below) (each as adjusted in accordance with Section 4.6 (ii) below, and as further adjusted due to share split, share dividend or other similar events). For the purpose hereof, “Effective Xxxxxxxxx Issue Price” means the effective purchase price per Share for the Class A Ordinary Shares held by the Anti-Dilution Members (as defined below), which is initially RMB 1 Yuan; and “Effective Class B Ordinary Share Issue Price” means the effective purchase price per Share for the Class B Ordinary Shares, which is initially the Class B Ordinary Share Issue Price.
Anti-Dilution Right. (1) During the period of time ending on the date 24 months from the date hereof and subject to Section 3.2, the Corporation shall not issue, or offer or agree to issue (an “Offering”), any shares or other equity securities (or any securities exercisable for, or convertible or exchangeable into, shares or equity securities) (the “Offered Securities”), to any Person unless the Corporation first makes an irrevocable offer (the “Pre-Emptive Offer”), by written notice to the Investor, to sell to the Investor such proportion of the Offered Securities (the “Pre-Emptive Securities”) as would allow the Investor and its Affiliates to maintain, following the issuance of the Offered Securities, its Equity and Voting Interest of the Investor that existed immediately prior to such issuance.
(2) The Pre-Emptive Offer will specify the issue price (which shall be the cash equivalent of the issue price under the Offering) (the “Issue Price”), if determined at that time, of the Offered Securities, the terms and conditions of the Offered Securities, the number of Offered Securities proposed to be issued to Persons other than the Investor, the number of Offered Securities available to the Investor pursuant to Section 3.1(1), the proposed use of proceeds (if any) and the proposed completion date of the Offering. In the case of a “bought deal” with a bona fide underwriter, the Pre-Emptive Offer will specify all such information as is available at the time the Corporation becomes aware of such proposed “bought deal” Offering.
(3) The Pre-Emptive Offer will specify the time within which the Pre-Emptive Offer, if not accepted in whole or in part, will be deemed to be declined, which time shall be no earlier than the earlier of: (i) ten Business Days after the date on which such Pre-Emptive Offer is given; and (ii) if the Offering is by way of a “bought deal” with a bona fide underwriter, five days after the date on which such Pre-Emptive Offer is given, provided that if the Issue Price of the Offered Securities has not been determined at the time of the Pre-Emptive Offer, the Pre-Emptive Offer shall specify that the Issue Price will be determined in connection with the applicable private placement or public offering, and the Corporation will provide notice to the Investor of the Issue Price forthwith upon such price being set by the Corporation and/or the lead agent or underwriter, as applicable, in which case the Investor shall have a further two Business Days from the time that s...
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.
