Columbia Anti-Dilution Rights Sample Clauses

Columbia Anti-Dilution Rights. If, following the date of this Agreement, the Company issues equity securities or securities that are convertible into equity securities of the Company or the number of shares of Common Stock owned by Columbia would otherwise constitute less than 5% of the outstanding shares of Common Stock on a Fully- Diluted Basis, the Company shall issue to Columbia, for no additional consideration, that number of shares of Common Stock such that the total number of shares of Common Stock owned by Columbia will at all times until the Funding Threshold (as defined below) is achieved, constitute no less than five percent (5%) of the outstanding shares of Common Stock of the Company on a Fully-Diluted Basis. The rights described in this Section 2.3(b) shall terminate upon the earlier of (i) the first use of a Product (which term, as used herein, shall have the meaning set forth in the License Agreement) in a patient in an early feasibility study or clinical trial in the world; or (ii) the date on which the Company has cumulatively raised at least $10 million, whether through equity funding, grants, debt convertible into equity, licensing fees and/or development fees from strategic partners, and/or cash contributions from strategic partners used only towards development of the Products or the operations of Company, including, without limitation, through Anteris’ Development Contributions and Operational Contributions (as such terms are defined in the Side Letter) and any break fee paid by Anteris to the Company if Anteris terminates its development of the Products; provided such break fee amount is used by the Company in the development and manufacture of Products (collectively, the events described in Section 2.3(b) (i) and (ii) are referred to as the “Funding Threshold”). For the avoidance of doubt, additional shares shall be issued pursuant to this Section 2.3(b) in respect of all funding or dilutive events through the Funding Threshold, but not in excess of the Funding Threshold or in respect of funding or other dilutive events occurring following the attainment of the Funding Threshold. With respect to any financing during which the Funding Threshold is met or exceeded, as applicable, any shares or other Common Stock Equivalents (which term, as used herein, shall have the meaning set forth in the Columbia SPA) issued upon conversion of or otherwise in respect of any convertible debt, SAFEs or similar instruments or agreements (but excluding shares or other Common Stock...
Sample 1
AutoNDA by SimpleDocs

Related to Columbia Anti-Dilution Rights

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions As used in this Agreement:

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!