Anti-Dilutive Rights. (a) From the date of the Closing until the termination of the rights granted to the Investor under Article 7, and subject to Article 7, if the Company is making any proposed public (if converted back to a sociedad anónima) or private issuance (a “Proposed Issuance”) of (i) Quotas or shares or (ii) any other security convertible into or exercisable for Quotas (excluding issuances in connection with the Option) or shares, then the Company will send written notice to the Investor not less than 45 days before the Proposed Issuance setting forth all material terms of the Proposed Issuance including the manner of sale, the sale price or the amount and type of other consideration to be received by the Company. (b) The Investor will have the right, by sending written notice to the Company within 20 days after receipt of the Company’s notice, to make an additional cash contribution as is necessary to maintain its Fully Diluted Ownership Percentage as it existed immediately prior to that Proposed Issuance, at the same price set forth in the Company’s notice. If the Proposed Issuance is not for cash, then the fair market value of the property or other consideration received by the Company will be determined by an independent third party appraiser mutually acceptable to the Company and the Investor. The written notice delivered pursuant to this Section 6.12(b) will be irrevocable unless (i) closing of the Investor’s contribution under this Section 6.12 has not occurred within 90 days after the delivery of the notice or (ii) the sale price or the amount and type of other consideration for the issuance or any other material purchase term has changed, in which case a new notice will be required before a Proposed Issuance can occur. (c) Subject to Section 6.15, a closing for the additional contribution under this Section 6.12 will occur on (i) the date on which the Proposed Issuance occurs, as the case may be, or (ii) a later date as may be agreed to by the Investor and the Company, at a time and place specified by the Investor in a notice provided to the Company at least 10 days prior to the closing. The Company and the Investor will provide customary closing certificates and other related documents as the Investor and the Company, as appropriate, reasonably request.

Anti-Dilutive Rights. (a) Except as provided in Section 4.05(c) below, the Company shall not issue, sell or transfer to any Person any Common Stock or securities convertible into, or exercisable for, Common Stock unless the Stockholders, Xx. Xxxxx and any Permitted Transferees are offered in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Stock or other securities (the "Maintenance Securities") as is necessary for each of the Stockholders, Xx. Xxxxx and any Permitted Transferees to maintain, individually, the same level of its respective percentage Beneficial Ownership of Common Stock (on a Fully Diluted Basis) as it owned immediately prior to such issuance ("Anti-Dilutive Rights"). In the case of a public offering, the Company shall, as part of its offer, provide a copy of any preliminary prospectus containing either the indicative price range of the offered securities or trading information relating to the offered securities, as the case may be, and other information concerning the offering reasonably requested by the Stockholders, Xx. Xxxxx or any Permitted Transferee. The Stockholders, Xx. Xxxxx and any Permitted Transferee shall have the right, during the period specified in Section 4.05(b), to accept the offer for any or all of the Maintenance Securities offered to each of them on their own behalf or on behalf of any Affiliate (and, in the case of Oak Hill, on behalf of Oak Hill Securities Fund, L.P.) not otherwise accepting such offer to acquire Maintenance Securities under this Section 4.05. (b) If any Stockholder, Xx. Xxxxx or any Permitted Transferee does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 4.05(a) with respect to a public offering within five Business Days after receipt by such Stockholder, Xx. Xxxxx, or any Permitted Transferee, as the case may be, of a preliminary prospectus (filed with the SEC as part of a registration statement) containing the pricing information indicated in Section 4.05(a) above, or, with respect to any transaction other than a public offering, within 15 Business Days after receipt of such offer by such Stockholder, Xx. Xxxxx, or any Permitted Transferee, as the case may be, such Stockholder, Xx. Xxxxx or Permitted Transferee shall be deemed to have waived its or his, as the case may be, right to purchase all or any part of its Maintenance Securities as set forth in such offer but such Stockholder, Xx. Xxxxx ...

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Anti-Dilutive Rights. (i) If at any time after the date hereof the Company shall issue or sell any Units and/or Convertible Preferred Units or any immediately exercisable warrants, options or rights to subscribe for or purchase Units and/or Convertible Preferred Units, or other immediately exercisable securities exercisable or convertible into Units and/or Convertible Preferred Units, and the consideration per Unit and/or Convertible Preferred Unit for, and/or the price per Unit and/or Convertible Preferred Unit at which, such warrants, options or rights are exercisable for or such securities are convertible into, such Units and/or Convertible Preferred Units is less than the Fair Market Value of the Units and/or Convertible Preferred Units immediately prior to such issuance or sale, then, forthwith upon such issuance or sale, the number of Series B Convertible Preferred Units held by each holder of Series B Convertible Preferred Units shall be adjusted so that for each Series B Convertible Preferred Unit held by such holder, such holder shall be entitled to receive a number of Series B Convertible Preferred Units equal to the product of (a) the number of Series B Convertible Preferred Units held by such holder before such adjustment and (b) a fraction the numerator of which shall be the number of Units and Convertible Preferred Units (the number of such Convertible Preferred Units being calculated for this purpose as the number of Units into which such Convertible Preferred Units are convertible (excluding for this purpose the special conversion rights of Series B Convertible Preferred Units under Section 12.4(f)) (“Unit Value”)) outstanding immediately prior to such issuance or sale, plus the number of additional Units and/or Convertible Preferred Units (calculated at their Unit Value) offered for sale or issuable pursuant to such warrants, options or rights and the denominator of which shall be the number of Units and Convertible Preferred Units (calculated at their Unit Value) outstanding immediately prior to such issuance or sale, plus the number of additional Units and Convertible Preferred Units (calculated at their Unit Value) which the aggregate offering price of the Units and/or Convertible Preferred Units so offered for sale and/or the exercise price for the Units and/or Convertible Preferred Units issuable pursuant to such warrants, options or rights would purchase at such Fair Market Value (determined by multiplying such number of Units and/or Convertible Preferred...

Anti-Dilutive Rights. (a) Each Buyer shall have the following anti-dilutive rights ("Rights") in accordance with the following provisions, terms and conditions of this Section 5, so long as such Buyer (including any affiliate (as such term is defined in the Act) or member of the immediate family of such Buyer; hereinafter an "Affiliate"; for purposes of this Section 5 only, the term Buyer shall include any such Affiliate) continues to own at least fifty percent (50%) of the Shares sold to such Buyer pursuant hereto. The loss of Rights by a Buyer shall not cause any other Buyer to lose his Rights hereunder, it being understood that,, except as expressly set forth in subsection (d) below, each Buyer shall hold his, her or its Rights independently and not as part of a group. If Seller shall issue any additional shares of Common Stock (including, without limitation, the issuance of additional shares of Common Stock pursuant to the exercise of a Management Option, other option or exercise of any conversion rights) ("Dilutive Shares"), Seller and each of the Directors jointly and severally agree that Seller shall afford to each Buyer the right to acquire in whole or in part that number of additional shares of Common Stock which would result in such Buyer owning after such purchase (assuming such purchase took place immediately after the issuance of the Dilutive Shares giving rise to the Right) the same percentage ownership of outstanding shares of Common Stock as such Buyer owned immediately prior to the issuance of such Dilutive Shares (taking into account all Dilutive Shares issued and assuming the issuance of all shares issuable to all Buyers in connection with the exercise of the Rights). Such Rights shall be afforded to each Buyer by Seller delivering to Buyers' Representatives a Rights Certificate in accordance with subsection (e) below. (b) Each time that a Management Option is exercised, each Buyer then entitled to Rights shall have the right to exercise such Rights at any time and from time to time during the two-year period following receipt by the Buyers' Representatives of the Rights Certificate relating to the exercise of such Management Option. [The purchase price to acquire such additional shares of Common Stock shall be equal to the higher of (A) $.05 per share and (B) the price per share at which such Dilutive Shares were issued.] Seller and each of the Directors jointly and severally represent, warrant and covenant that Management Options for 6,973,858 shares have b...

Anti-Dilutive Rights. (a) Except as provided in Section --------------------- 2.01(d) below, so long as TDF is Qualified, the Company shall not issue, sell or transfer any Equity Securities to any person (other than in connection with the IPO but only to the extent that the TDF Consolidated Group Interest is not thereby reduced to less than 20%) unless TDF is offered in writing the right to purchase, at a price in cash determined pursuant to Section 2.01(c), an amount of such Equity Securities (the "Maintenance Securities") as is necessary for the ---------------------- TDF Group to maintain the TDF Consolidated Group Interest, the TDF Group Interest and the TDF Non-Voting Equity Interest (as defined), as applicable, as would exist immediately prior to the time the Company makes a written offer (a "Maintenance Offer") to TDF to sell such Maintenance Securities to TDF pursuant ------------------ to Section 2.01(b) (the "Anti-dilutive Rights"); provided that, with respect to -------------------- -------- the initial issuance by the Company following the date of this Agreement of Equity Securities which are not Voting Securities, the TDF Non-Voting Equity Interest shall be deemed to be equal to the TDF Consolidated Group Interest or the TDF Group Interest, as

Anti-Dilutive Rights. The Company shall not issue, sell or transfer to any Person any Common Stock or securities convertible into, or exercisable for, Common Stock (an "Issuance"): (a) Unless such Issuance is by means of a widely disbursed underwritten public offering of such shares of Common Stock or such securities, pursuant to which no Person or Group acquires more than 5% of the number of shares of Common Stock issued and outstanding at the time of such offering, and the Company offers such Common Stock or securities to the Stockholder in the following manner: (i) The Company shall offer to the Stockholder in writing the right to purchase, at the same price and on the same terms proposed to be issued and sold, an amount of such Common Stock or such securities (the "Maintenance

Related to Anti-Dilutive Rights

Dilutive Rights Offering In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred (or securities having the same rights, privileges and preferences as the Series A Preferred (“equivalent preferred stock”)) or securities convertible into Series A Preferred or equivalent preferred stock at a price per share of Series A Preferred or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred or equivalent preferred stock) less than the then current per share market price of the Series A Preferred (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. 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 in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
Dilutive Effect The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Anti-Dilution If prior to the exercise of any option granted hereunder Optionor shall have effected one or more stock split-ups, stock dividends, or other increases or reductions of the number of Shares of its common stock outstanding without receiving compensation therefor in money, services or property, the number of Shares of common stock subject to the options hereby granted shall (a) if a net increase shall have been effected in the number of outstanding shares of Optionor's common stock, be proportionately increased and the cash consideration payable per Share shall be proportionately reduced; and (b) if a net reduction shall have been effected in the number of outstanding Shares of Optionor's common stock, be proportionately reduced and the cash consideration payable per Share be proportionately increased.
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 such request.
Dilutive Issuances For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.
Other Dilutive Events In case any event shall occur as to which the provisions of Section 3 or Section 4 hereof are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder in accordance with the essential intent and principles of such Sections, then, in each such case, the Board of Directors of the Company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to preserve, without dilution, the purchase rights represented by this Warrant.
Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to paragraph (c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by (B) the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Cumulative Rights, etc The rights, powers and remedies of Secured Party under this Agreement shall be in addition to all rights, powers and remedies given to Secured Party by virtue of any applicable law, rule or regulation of any governmental authority, or the Note, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party’s rights hereunder. Debtor waives any right to require Secured Party to proceed against any person or entity or to exhaust any Collateral or to pursue any remedy in Secured Party’s power.
Preemptive Rights (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.
Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued: i. no further adjustment of the Warrant Price shall be made upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consequent issue or sale of Convertible Securities or shares of Common Stock; ii. if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares of Common Stock issuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options, or the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time; iii. upon the expiration (or purchase by the Company and cancellation or retirement) of any such Options which shall not have been exercised, or the expiration of any rights of conversion or exchange under any such Convertible Securities which (or purchase by the Company and cancellation or retirement of any such Convertible Securities the rights of conversion or exchange under which) shall not have been exercised, the Warrant Price computed upon the original issue, sale, grant or assumption thereof, and any subsequent adjustments based thereon, shall, upon (and effective as of) such expiration (or such cancellation or retirement, as the case may be), be recomputed as if: (A) in the case of Options or Convertible Securities, the only Additional Shares of Common Stock issued or sold were the Additional Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue or sale of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and (B) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (pursuant to Section 3.e hereof) upon the issue or sale of such Convertible Securities with respect to which such Options were actually exercised;

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