Anti-Dilution Rights Sample Clauses
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. (i) Subject to applicable law, so long as the Stockholder holds securities in the Company, in the event that the Company decides to issue any new Voting Securities (“Capital Raising Transaction”), the Stockholder shall have the right, but not the obligation, to purchase, on the same terms and conditions as the other participants in such issuance, such number of newly issued Voting Securities, so that the Stockholder’s proportionate ownership of Voting Securities following the Capital Raising Transaction will be the same as before the Capital Raising Transaction (the “Capital Raising Anti-Dilution Right”).
(ii) The Company shall give written notice to the Stockholder (an “Issuance Notice”) of any proposed issuance of Voting Securities, (1) in the case of an underwritten public offering or a private offering made to Qualified Institutional Buyers (as such term is defined in Rule 144A under the Securities Act) or non-U.S. Persons (as such term is defined under Rule 902(k) under the Securities Act) for resale pursuant to Rule 144A or Regulation S under the Securities Act, thirty (30) Business Days prior to the launch of such offering and (2) in all other cases, no later than twenty (20) Business Days prior to the proposed issuance date. The Issuance Notice shall set forth the following terms and conditions of the proposed issuance: (a) the number of the securities to be issued or sold and the percentage of the outstanding Voting Securities such issuance or sale would represent; (b) the class and material terms of the securities to be issued or sold; (c) the proposed issuance or sale date; and (d) the anticipated price.
(iii) The Capital Raising Anti-Dilution Right shall be exercisable by delivery of a written notice by the Stockholder to the Company no later than the fifteen (15th) Business Day following receipt of any Issuance Notice (as extended pursuant to Section 2(e)(iv), the “Capital Raising Issuance Deadline”), specifying the number of securities to be purchased by the Stockholder in connection with such Capital Raising Transaction, which written notice shall, except to the extent expressly contemplated by Section 2(e)(iv), constitute a binding agreement of the Stockholder to purchase such number of securities on the terms and conditions set out in the Issuance Notice (the “Capital Raising Acceptance Notice”).
(iv) In the event that any material terms and conditions set out in the Issuance Notice, including the price and number of Voting Securities to b...
Anti-Dilution Rights. Other than as part of the Securities, the Issuer is not a party to or bound by any agreement or understanding granting anti-dilution rights to any person with respect to any of its equity or debt securities; no person has a right to purchase or acquire or receive any equity or debt security of the Issuer.
Anti-Dilution Rights. The number of shares of Common Stock issued to Markxxx xxx subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 3.
(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 Markxxx xxxll be adjusted to equal the product obtained by multiplying the number of shares of Common Stock held by Markxxx xxxediately 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 Markxxx xxxll 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 Markxxx (xxe 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 r...
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.