Antidilution Adjustment Sample Clauses

Antidilution Adjustment. (a) The number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows: (i) If the Company at any time subdivides its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (ii) If the Company at any time pays a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable immediately prior to such date of determination by a fraction (i) the numerator of which will be the total number of shares of Common Stock outstanding immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant, and (ii) the denominator of which will be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any adjustment of the number of Warrant Shares issuable pursuant to this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an "Acquisition"), the Company covenants that it will obtain from the acquiring entity, as a condition to the closing of such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the remaining duration of the exercise period of this Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at le...

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. The Exercise Price shall be subject to adjustment from time to time as follows:

Antidilution Adjustment. As a further condition of LICENSEE as of the effective date of

Antidilution Adjustment. 20 FORM OF 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. If the Company shall, in connection with its proposed financing in the amount of no less than $10 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, 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. 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. In the event the Company shall issue Additional Shares of Common .Without consideration or for a consideration per share less than the Exercise Price there in effect on the date of and immediately prior to such issUe; then, the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to. the nearest cent) deterMined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of common stock outstanding immediately prior. to such issue Plus the number of shares which the aggregate consideration received by the Company for, the total number of Additional Shares of Common so issued would purchase at such Exercise Price, and the denominator of which shall be the number of shares of common stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued. For the purposes of this subsection, all shares of common-stock issuable upon the exercise and/or conversion of any outstanding convertible securities of the Company and all outstanding options shall be deemed to be outstanding.

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"): ----------------------- (a) The number of shares of Common Stock in Sections 3.2(a)(i)(A), 3.2 (a)(i)(B), 3.2(a)(i)(D), 3.2(e)(ii), 3.3, 5.1, and 6.1 hereof, prior to the Antidilution Adjustment, will be multiplied by the Stock Split; and (b) The $833.34 amount in the definition of Approved Initial Public Offering, prior to the Antidilution Adjustment, will be divided by the Stock Split. Except as otherwise provided herein, all dollar amounts changed as a result of the Antidilution Adjustment will be rounded to the nearest xxxxx.