Antidilution Protection. (a) If at any time or from time to time after the date hereof, the Corporation issues or sells, or is deemed by the express provisions of this subsection (a) to have issued or sold, any Additional Shares of Common Stock (as defined in subsection (g) below), other than as a dividend or other distribution on any class of stock as provided in clause (d) below and other than a subdivision or combination of shares of Common Stock as provided in clause (e) below, without consideration or for an Effective Price (as defined in subsection (g) below) less than the Fair Market Value per share of Common Stock immediately prior to the time of such issue or sale, the then effective Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the price equal to the quotient obtained by dividing: (A) the product of (x) such Exercise Price multiplied by (y) the sum of (i) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 or this Section 8) immediately prior to such issuance, and (ii) a number of shares of Common Stock calculated by dividing the consideration received by the Corporation from such issuance by the Fair Market Value per Share of the Common Stock; by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 and this Section 8) immediately after such issuance of the Additional Shares of Common Stock. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 per share, and any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more. Upon any such reduction in the Exercise Price, the total number of shares issuable upon exercise of this Warrant shall be proportionately increased so that the total amount payable upon exercise in whole of this Warrant shall not be modified.
Antidilution Protection. The Company shall, and shall induce Parent to, grant to Holder any antidilution protection granted to any other holder of shares of Parent Stock or of securities, options, warrants or other rights to acquire, or any other securities convertible into, shares of Parent Stock, except for antidilution protection previously granted or granted in the future to institutional investors. THIS NOTE, ANY AND ALL ADDITIONAL PROMISSORY NOTES, IF ANY, ISSUED BY THE COMPANY TO HOLDER AND ALL DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE COMPANY AND HOLDER WITH RESPECT TO THE OBLIGATIONS OWED THEREBY TO HOLDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE COMPANY AND HOLDER. PAYMENT OF THIS NOTE IS SUBJECT TO THE PURCHASE AGREEMENT AND THE SUBORDINATION AGREEMENTS.
Antidilution Protection. The number of Option Shares that Holder is entitled to purchase upon the exercise of the Option, and the purchase price of those Option Shares are subject to the adjustments described in Section 4 hereof. Further, for the entire term
Antidilution Protection. For the entire term specified in Section 1 hereof, the Holder (and Holder’s permitted transferees, on a pro rata basis) shall receive additional Options, from time to time, in order to preserve Holder’s right to purchase at least 4% of the Company’s shares of Class B common stock then issued. 8.
Antidilution Protection. The Percentage represented by the Issued Units shall not be diluted below 3% with respect to: (a) any issuance of Units by the Company to the person hired to serve as the chief financial officer of the Company; (b) any issuance of Units by the Company to the person hired to serve as president of The Ultimate Band List, LLC (the "UBL"); or (c) the first Five Million Dollars ($5,000,000) of additional capital contributions made following the Effective Date to the Company or any of its subsidiaries, including, without limitation, the UBL; provided that such additional capital contributions (other than by Intel Corporation) are made either (i) based upon a valuation of the applicable entity that is no less than the valuation upon which any prior capital contribution was made, or (ii) pursuant to the exercise of an option or warrant the exercise price of which on the date of grant was not based upon a valuation of the applicable entity that was less than the valuation upon which any capital contribution prior to the date of the grant was made.
Antidilution Protection. (a) In the event the Company shall at any time after the date of this Agreement issue Additional Units (including Additional Units deemed to be issued pursuant to Section 4.9(d)), without consideration or for a consideration per Additional Unit less than the Series A Trigger Price or Series B Trigger Price, as the case may be, in effect immediately prior to such issue, then the Company shall issue to each holder of Series A Preferred Units or Series B Preferred Units, as applicable, a number of Common Units (the “Antidilution Units”) that is equal to: (1) with respect to the Series A Preferred Units (x) the product (rounded down to the nearest whole number) obtained by multiplying (i) the sum of the number of Series A Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section 4.9 with respect to such Series A Preferred Units by (ii) the fraction, the numerator of which is the Series A Trigger Price in effect immediately prior to the issuance of such Additional Units, and the denominator of which is the Series A Trigger Price in effect immediately after the issuance of such Additional Units after giving effect to the adjustment to such Series A Trigger Price contemplated under Section 4.9(c) below, less (y) the sum of the number of Series A Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section 4.9 with respect to such Series A Preferred Units; and (2) with respect to the Series B Preferred Units (x) the product (rounded down to the nearest whole number) obtained by multiplying (i) the sum of the number of Series B Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section §4.9(a) with respect to such Series B Preferred Units by (ii) the fraction, the numerator of which is the Series B Trigger Price in effect immediately prior to the issuance of such Additional Units, and the denominator of which is the Series B Trigger Price in effect immediately after the issuance of such Additional Units after giving effect to the adjustment to such Series B Tr...
Antidilution Protection. (a) In the event that, at a time when Series C Convertible Preferred Stock is then outstanding, the Company grants any Antidilution Protection to any purchaser(s) of 1% or more (on a fully diluted basis) of the Capital Stock which would (if granted to the holders of the Series C Convertible Preferred Stock) be materially more favorable (taken as a whole) to the holders of the Series C Convertible Preferred Stock than the Antidilution Protection then applicable to the Series C Convertible Preferred Stock (a "New Antidilution Protection"), then if the holders of a majority of the Series C Convertible Preferred Stock outstanding so elect by written notice to the Company, the Company and the Series C Investors shall use their best efforts to take all steps determined in good faith by the Board of Directors to be reasonably necessary to provide (and the Investors and their Permitted Transferees, other than Permitted Transferees of Common Stock sold pursuant to an effective registration statement or Rule 144 or Rule 145 under the Securities Act of 1933, as amended) shall vote in favor of any amendment to the Certificate of Designation of the Series C Convertible Preferred Stock which may be necessary), as nearly as practicable under the circumstances and consistent with the other terms of Certificate of Designation for the Series C Convertible Preferred Stock, the New Antidilution Protection to the holders of the Series C Convertible Preferred Stock as a replacement for the Antidilution Protection then applicable to the Series C Convertible Preferred Stock.
Antidilution Protection. (a) If at any time after the date of this subscription agreement and prior to the earlier of: (i) the occurrence of a firmly underwritten public offering of the Company's Common Stock pursuant to an effective registration statement filed by the Company with the Securities and Exchange Commission with gross proceeds of at least $25 million; or (ii) such time as all of the Shares held by the undersigned may immediately be sold under Rule 144 during any 90-day period, the Company sells or issues shares of capital stock or options, rights or warrants entitling the holders thereof to subscribe for or purchase shares of capital stock in a Financing (as defined below) at a purchase price less than $10.50 per share (as adjusted to reflect any increase or decrease or change into or exchange for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company), the undersigned will receive additional shares of Common Stock under this Subscription Agreement so that the total number of Shares received by the undersigned under this Subscription Agreement (after taking into account that additional issuance) equals the total purchase price paid by the undersigned divided by the Adjusted Price (as defined ---------- below).
Antidilution Protection. Any shares of the Company’s preferred stock issued upon exercise of this Warrant will be convertible into shares of the Company’s common stock at the conversion price in effect for such series of preferred stock set forth in the Company’s Certificate of Incorporation, as such conversion price may be adjusted in accordance with the terms thereof.
Antidilution Protection. The Company agrees that if there are, as of the date hereof, (a) any shares of the Company's Common Stock issued and outstanding other than the number set forth in Section 2.2 as issued and outstanding at November 12, 1999 (other than as a result of the exercise or conversion of Purchase Rights (as defined below)), or (b) any warrants, options, conversion rights or other rights to acquire shares of the Company's Stock ("Purchase Rights") that have not been included in Schedules 2.15(h) to the Company Disclosure Letter or as to options reflected as granted and outstanding in Section 2.2, the Company shall, upon demand by Purchaser, immediately issue to Purchaser at no cost to Purchaser, the number of shares of the Company's Common Stock that will maintain the percentage of ownership interest of Purchaser (on a fully-diluted basis) that Purchaser would have had at the Closing without giving effect to such undisclosed Purchase Rights.
