Anti-Dilution Rights. (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.
(b) If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant.
(c) The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any s...
Anti-Dilution Rights. (a) In the event that, after the Merger Effective Time, NewCo issues or proposes to issue (other than to a member of the IAC Group and other than pursuant to an Excluded Issuance) any shares of NewCo Common Stock, including shares of NewCo Common Stock issued upon exercise, conversion or exchange of options, warrants and convertible securities (excluding shares of NewCo Class A Common Stock issued upon conversion of shares of NewCo Class B Common Stock) (each such issuance, an “Additional Issuance”), IAC shall have the right (but not the obligation) to purchase or to cause one or more other members of the IAC Group to purchase for cash at a price per share equal to the Issue Price:
(i) in the case of an Additional Issuance of NewCo Voting Stock, up to a number of shares of the class of the NewCo Voting Stock to be issued in the Additional Issuance and/or one (1) or more other classes of NewCo Voting Stock then authorized as is necessary for the IAC Group to maintain (after giving effect to the Additional Issuance and any issuance of NewCo Voting Stock to the IAC Group pursuant to this Section 3.1(a)(i)) ownership of NewCo Voting Stock resulting in the IAC Group’s Voting Interest and Equity Interest being equal to the IAC Group’s Voting Interest and Equity Interest immediately prior to the Additional Issuance; provided that if, in light of the classes of NewCo Voting Stock and the number of shares thereof then authorized and the relative number of outstanding shares of each class of NewCo Common Stock then held by members of the IAC Group and other Persons, it is not possible for IAC to so maintain the IAC Group’s Voting Interest and Equity Interest through such a purchase, then IAC may determine, in its sole discretion, to purchase (or to cause one or more other members of the IAC Group to purchase) up to such number of shares of such class(es) of NewCo Common Stock then authorized (including any class of stock proposed to be issued in the Additional Issuance if not yet authorized) as it shall determine so long as such purchase would not result in the IAC Group’s Voting Interest or, subject to Section 3.1(a)(ii), Equity Interest exceeding the IAC Group’s Voting Interest or Equity Interest, respectively, immediately prior to the Additional Issuance; or
(ii) in the case of an Additional Issuance of NewCo Non-voting Stock, up to a number of shares of such class or classes of NewCo Non-voting Stock as is necessary for the IAC Group to maintain (after giving ef...
Anti-Dilution Rights. Associated agrees that the Membership Percentage represented by the Interest to be issued to Contributor under this Agreement (regardless of when any portion of such Interest is issued hereunder) shall not be diluted by the first $75 million of equity investments in Associated by the Original Shareholders and their Affiliates from the date of this Agreement through August 19, 1997 and shall be diluted in respect of any other equity investments by the Original Shareholders or their Affiliates after the date of this Agreement based upon (A) the amount of such equity investment and (B) the fair market value of Associated (as determined in good faith by the board of directors of Associated).
Anti-Dilution Rights. The holder hereof shall have certain anti-dilution protection as to the Shares of Common Stock to be issued upon exercise as specifically set forth in the Warrant Agreement which may result in the adjustment from time to time of the Purchase Price and/or the number of shares of Common Stock issuable upon the exercise hereof.
Anti-Dilution Rights. The other antidilution rights applicable to the Shares of Series Preferred purchasable hereunder are set forth in the Company’s Certificate of Incorporation, as amended through the Date of Grant, a true and complete copy of which has been supplied to the holder of this Warrant (the “Charter”). The Company shall promptly provide the holder hereof with any restatement, amendment, modification or waiver of the Charter promptly after the same has been made.
Anti-Dilution Rights i) The Promoters and the Company undertake that, that the Promoters will not dilute their shareholding in the company till Investor is holding shares in the Company.
ii) In any case for dilution of shareholding in the company, Promoter will require prior approval of the Investor.
iii) In case of any dilution, in terms of clause 9 and 10, if the percentage shareholding of the Investor in the Company, due to issue of Equity Shares to New Investor/s, gets reduced / diluted, the Investor shall have a right to subscribe additional Equity Shares at the same price at which the New Investor/s has / have agreed to invest, so as to enable the Investor to maintain the proportion of its stake (which presently is _%) in the Company, as per Annexure-B.
iv) Investor’s equity will not be diluted until the Company raises next round of investment from a third party other than the promoters.
v) If the Company decides to create ESOP pool or issue employee stock options to one or more key employees before the next round of investment, it will be done without diluting the equity holding of the investor in the current round.
Anti-Dilution Rights. The number of shares of Common Stock issued to RH are subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 4.
(a) In the event that the Company shall at any time after the date of this Agreement (i) issue any shares of Common Stock (other than shares issuable upon exercise of the Employee Options or the shares issuable upon exercise of the Junior Lender Warrants or the Senior Lender Warrants) without consideration or at a price per share less than the Market Value, or (ii) issue options, rights or warrants to subscribe for or purchase such Common Stock (or securities convertible into such Common Stock) without consideration or at a price per share (or having a conversion price per share, if a security convertible into such Common Stock) less than the Market Value immediately prior to such issuance, the number of shares of Common Stock issued to RH shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock held by RH immediately prior to the date of such issuance by a fraction, the numerator shall be the number of shares of Common Stock outstanding on a Fully Diluted Basis immediately after such issuance, and the denominator of which shall be the number of shares of Common Stock outstanding on a Fully Diluted Basis immediately prior to such issuance plus the number of shares of such Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be issued or to be offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at the Market Value immediately prior to such issuance, and RH shall pay an additional $10.00 in total consideration for the issuance of the additional shares required by this adjustment. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by a Qualified Appraiser reasonably acceptable to RH (the cost of the engagement of said investment banking firm to be borne by the Company). Any shares of such Common Stock owned by or held for the account of the Company or any Subsidiary thereof shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever the date of such issuance is fixed (which date of issuance shall be the record date for such issua...
Anti-Dilution Rights. The Conversion Price from time to time in effect shall be subject to adjustment from time to time as follows
(a) In case the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding Common Stock, the Conversion Price in effect immediately prior to such subdivision or the issuance of such dividend shall be proportionately decreased, and in case the Company shall at any time combine the outstanding shares of Common Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased, effective at the close of business on the date of such subdivision, dividend or combination, as the case may be.
(b) The Conversion Price shall be adjusted for dividends or distributions on Common Stock payable in the Company's stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock at less than the current market price at the time; distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding cash dividends or distributions from current or retained earnings). The Company shall not issue Common Stock and rights, warrants or securities convertible into Common Stock at a purchase or conversion price less than $0.2173 during the term of the Investment Agreement. The Debenture Holder shall give notice to the Company of its election to cause conversion under paragraph 5 hereof, in accordance with the notice provisions of the Investment Agreement at least fifteen days but not more than thirty days prior to the conversion date, which notice shall specify said conversion date, the number of shares of Common Stock to be issued upon such conversion and the amount of accrued interest to said conversion date. Within ten days of receipt of the conversion notice, Debenture Holder shall receive the shares of Common Stock to which it shall be entitled upon conversion of this Debenture and the amount of cash payable in respect of accrued interest on this Debenture to said conversion date.
Anti-Dilution Rights. Except for the issuance of customarily excluded securities, the Conversion Ratio shall be subject to adjustment on a broad-based weighted average basis in the event that the Reorganized Parent issues additional equity securities at a purchase price less than the price implied by the then-current Conversion Ratio and shall be subject to customary adjustments for share splits, share combinations, share dividends, share reclassifications, or similar events. Securities Matters: Except as otherwise provided herein, all shares of Reorganized Parent Participating Preferred Stock and, upon conversion thereof, Reorganized Parent Common Stock shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code or another applicable exemption from registration.
Anti-Dilution Rights. Prior to all of the Series C Shares having been converted or redeemed, the Company agrees not to amend the anti-dilution rights of or grant any new such rights to WorldCom.
