Antidilution Adjustment. As a further condition of LICENSEE as of the effective date of the License, the LICENSEE will issue additional shares (“Antidilution Shares”) to the REGENTS without further consideration, until such time as $Number has been raised by the LICENSEE in gross proceeds from the sale of securities or by conversion of instruments convertible into equity, so that, solely the Shares issued hereunder together with the issuance of the Antidilution Shares, add up to aggregate Written number percent (Number%) of the outstanding and issued securities of the LICENSEE on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the LICENSEE authorized in connection with a financing will be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ Number in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round will be considered to have taken place in which sufficient funds are invested to reach $ Number in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing.
Antidilution Adjustment. As a further condition of LICENSEE as of the effective date of for reference only the License, the LICENSEE will issue additional shares (“Antidilution Shares”) to the REGENTS without further consideration, until such time as $Number has been raised by the LICENSEE in gross proceeds from the sale of securities or by conversion of instruments convertible into equity, so that, solely the Shares issued hereunder together with the issuance of the Antidilution Shares, add up to aggregate Written number percent (Number%) of the outstanding and issued securities of the LICENSEE on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the LICENSEE authorized in connection with a financing will be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ Number in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round will be considered to have taken place in which sufficient funds are invested to reach $ Number in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the LICENSEE proposes to sell any equity securities or securities that are convertible into equity securities of the LICENSEE (collectively, “Equity Securities”) in a financing, then the REGENTS and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the greater of (i) 5% of the securities issued in such offering and (ii) REGENTS’s then current, fully-diluted percentage ownership of the LICENSEE, in each case on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing. LICENSEE will provide 30 days advanced written notice of each such financing, including reasonable detail regarding the number of Equity Securities to be offered (or aggregate value of the offering in the case of an offering of securities convertible into equity securities), price, terms and purchasers in the financing (the “Notice”). The Notice will be delivered to the REGENTS in accordance with the terms of the Stock Issuance Agreement; p...
Antidilution Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows:
Antidilution Adjustment. (a) The number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows:
Antidilution Adjustment. 18 AMENDED AND RESTATED INVESTORS ------------------------------ SHAREHOLDER AGREEMENT --------------------- THIS AMENDED AND RESTATED INVESTORS SHAREHOLDER AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among SEVEN NETWORK LIMITED, a --------- corporation organized under the laws of the Commonwealth of Australia ("Seven"); ----- TRACINDA CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-XXXXXXX-XXXXX INC., a corporation organized under the -------- laws of the state of Delaware and formerly known as P&F Acquisition Corp. (the "Company"); METRO-XXXXXXX-XXXXX STUDIOS INC., a corporation organized under the ------- laws of the State of Delaware and formerly known as Metro-Xxxxxxx-Xxxxx Inc. ("MGM Studios"); and XXXXX X. XXXXXXX ("Xx. Xxxxxxx"), amends and supersedes ------------- ----------- that certain Investors Shareholder Agreement, dated as of October 16, 1996, by and among Seven, the Company, Tracinda, MGM Studios and Xx. Xxxxxxx (the "Original Investors Shareholder Agreement"). -----------------------------------------
Antidilution Adjustment. Prior to or concurrent with the consummation of the IPO Closing, the Company will effect, in one or more transactions, a net stock split of the Common Stock (the "Stock Split"). As a result of the Stock Split, before this Agreement becomes effective, the number of shares of Common Stock in Section 3.2(c) will be multiplied by the Stock Split (the "Antidilution Adjustment"). By way of illustration, if the Stock Split is 50 for 1 by virtue of the Antidilution Adjustment, the 250,000 number in Section 3.2(c) of this Agreement will become 12,500,000.
Antidilution Adjustment. If the Company shall, in connection with its proposed financing in the amount of no less than $11.6 million (the "Financing"), sell or grant any option to purchase, or otherwise dispose of or issue any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Conversion Price, as adjusted on the date of this Agreement (such lower price, the "Base Price"), then, upon consummation of the Financing, the Company shall issue to the Holders, pro rata, the number of shares of Common Stock equal to the difference between (i) the number of shares of Common Stock received pursuant to this Agreement and (ii) the number of shares of Common Stock to which the Holders would have been entitled if the Conversion Price on the date of this Agreement had been equal to the Base Price. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this provision, indicating therein the applicable Base Price.
Antidilution Adjustment. Prior to or concurrent with ----------------------- the consummation of the IPO Closing, the Company will effect, in one or more transactions, a net stock split of the Common Stock (the "Stock Split"). As a ----------- result of the Stock Split, the following changes will be made in this Agreement, before it becomes effective (the "Antidilution Adjustment"): -----------------------
Antidilution Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, issuance or repurchase of stock or securities convertible into or exchangeable for shares of Common Stock, grants of options, warrants or rights to purchase the Common Stock (other than pursuant to the Plan), extraordinary distribution with respect to the Common Stock, or other change in corporate structure affecting the Common Stock, then the Committee may (a) make such substitution or adjustments in the Number of Shares and/or the Exercise Price specified in Paragraph 1 above, (b) make such other substitution or adjustments in the consideration receivable by the Company upon exercise of the Option, or (c) take such other action as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to the Option shall always be a whole number.
Antidilution Adjustment. If the number of outstanding shares of capital stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged. No adjustment shall be made for any issuances of shares other than as described above.
