Anti-dilution Shares Sample Clauses

Anti-dilution Shares. Issuance of the Shares under this Agreement will not trigger any anti-dilution, preemptive or similar rights contained in any options, warrants or other agreements or commitments of the Company or otherwise result in the issuance of any additional shares of Common Stock.
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Anti-dilution Shares. The issuance of the Preferred Shares, the Conversion Stock, the Warrants and the Warrant Stock will not result in the issuance of any additional shares of the capital stock of the Company or any triggering of any other rights of first refusal or anti-dilution, preemptive or similar rights contained in any options, warrants, debentures, other securities or agreements or commitments of the Company. All rights of first refusal, anti-dilution or similar rights with respect to the issuance of the Preferred Shares, the Warrants, the Conversion Stock and the Warrant Stock have been validly waived.
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Anti-dilution Shares a. If in connection with any financing transaction in which the Company sells Common Stock or Common Stock Equivalents, including, without limitation a Qualified Public Offering (an “Equity Financing”), the gross sales price per share of common stock (or Common Stock Equivalent) sold in the Equity Financing (the “Financing Price Per Share”) is less than $5.40 (as appropriately adjusted for any stock split, stock combination, recapitalization or similar transaction) (the “Trigger Price”), then the Investor Agent shall notify the Escrow Agent to release (and the Escrow Agent shall release within ten (10) Business Days) to the Investors on a pro rata basis, for no additional consideration, up to that number of Escrow Shares (such shares being the “Anti-dilution Shares”) as is equal to $10,000,000/(Financing Price Per Share/2) – 3,703,704 If the Financing Price Per Share equals or exceeds the Trigger Price, then the Investors shall not be entitled to any Anti-dilution Shares, but the Escrow Shares shall remain in Escrow unless and until they are to be released in accordance with the other provisions of this Agreement. b. If the Financing Price Per Share is less than the Trigger Price, then on or before the second Business Day following the Equity Financing, the Company shall give to the Investors a notice (the “Financing Notice”), setting forth the Financing Price Per Share, a statement as to the adjustment to be made pursuant to this Section 5 and the number of Anti-dilution Shares to be delivered to the Investors in accordance with this Section 5. The Company shall deliver to the Investors a certificate evidencing the appropriate number of Anti-dilution Shares deliverable to the Investors as a result of this Section 5 within 5 Business Days following the Equity Financing. c. The rights of the Investors under this Section 5 shall automatically terminate upon the occurrence of the Closing of a Qualified Public Offering in which it raises gross proceeds of at least $50 million at a price per share of no less than $5.40 (but following the delivery to the Investors of the appropriate number of Escrow Shares, if any, pursuant to the operation of this Section 5 in connection with such Qualified Public Offering).
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Anti-dilution Shares. Issuance of the Shares and the Warrants -------------------- and the Warrant Shares under this Agreement will not result in the issuance of any additional shares of Common Stock or other anti-dilution, preemptive or similar rights contained in any options, warrants or other agreements or commitments of the Company. All rights of first refusal or other similar preemptive rights with respect to the issuances of the Shares, the Warrants and the Warrant Shares, all of which are disclosed on the Schedule of Exceptions, have been validly waived.
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Anti-dilution Shares. On the Effective Date, the Company shall issue to all Subscribers, all Holders who previously exercised 2007 Warrants, and all purchasers of shares of Common Stock at $1.40 per share prior to the date hereof, such number of additional shares of Common Stock as shall result in the effective purchase price per share of Common Stock to the Company equal $0.40 per share of Common Stock.
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Anti-dilution Shares. The Company agrees to issue the Anti-Dilution Shares to the Investor within ten Business Days of the issuance giving rise to such event as set forth in Section 6.10 of the Stock Purchase Agreement.
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Anti-dilution Shares. If at any time subsequent to the filing of the most recently filed Anti-Dilution Registration Statement (as defined below) or, if no Anti-Dilution Registration Statement has been filed, subsequent to the filing of the Shelf Registration Statement, the Company has sold Anti-Dilution Shares having an aggregate purchase price of $250,000, then the Company shall prepare and file with the SEC a registration statement providing for the resale of such Anti-Dilution Shares in accordance with the manner of sale provisions set forth in Rule 144(f) under the 1933 Act or otherwise in customary brokerage transactions on the Nasdaq National Market or other public market on which Excite's shares of Common Stock are traded (an "ANTI-DILUTION REGISTRATION STATEMENT"). Excite shall use its best efforts to keep such Anti-Dilution Registration Statement continuously effective pursuant to the rules, regulations or instructions under the 1933 Act applicable to the registration statement for such Anti-Dilution Registration Statement until the expiration of (i) the Initial Effectiveness Period (if such Anti-Dilution Registration Statement was filed during the Initial Effectiveness Period), (ii) the Subsequent Effectiveness Period (if such Anti-Dilution Registration Statement was filed during the Subsequent Effectiveness Period) or (iii) the expiration of the Additional Effectiveness Period during which such Anti-Dilution Registration Statement was filed (if such Anti-Dilution Registration Statement was filed during an Additional Effectiveness Period) or such shorter period ending (A) when the Intuit Registrable Securities cease to meet the definition of Intuit Registrable Securities pursuant to Section 1.1(b) or (B) Excite's obligations terminate pursuant to Section 1.9.
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Related to Anti-dilution Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Common Shares 4 Company...................................................................................... 4

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

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