Dilution Fee. If, during the Exercise Period, the Company pays any cash dividends or makes any cash distribution to any holder of any class of its Common Stock with respect to such Common Stock and the Exercise Price exceeds the Market Price, then the Holder of this Warrant will be entitled to receive in respect of this Warrant a dilution fee in cash (the "Dilution Fee") on the date of payment of such dividend or distribution, which Dilution Fee will be equal to the amount per share paid to the holders of Common Stock times the number of Shares currently exercisable under this Warrant.
Dilution Fee. In the event any dividends are declared with respect to the Common Stock, the holder of this Warrant as of the record date established by the Board of Directors for such dividend shall be entitled to receive as a dilution fee (the "Dilution Fee") an amount (whether in the form of cash, securities or other ------------ property) equal to the amount (and in the form) of the dividends that such holder would have received had this Warrant been exercised for purchase of Common Stock as of the record date of such dividend, such Dilution Fee to be payable on the payment date of the dividend established by the Board of Directors (the "Dilution Fee Payment Date"). The record date for any such ------------------------- Dilution Fee shall be the record date for the applicable dividend, and any such Dilution Fee shall be payable to the persons in whose name this Warrant is registered at the close of business on the applicable record date.
Dilution Fee. In the event that, during the term of the Warrants, the Company pays any cash dividend or makes any cash distribution to any holder of any class of its Capital Stock with respect to such Capital Stock, each Holder of the Warrants will be entitled to receive in respect of its Warrant a dilution fee in cash (the "Dilution Fee") on the date of payment of such dividend or distribution, which Dilution Fee will be equal to the difference between (a) the highest amount per share paid to any class of Capital Stock times the number of Issued Warrant Shares then owned by such Holder plus the number of Issuable Warrant Shares then owned by such Holder, and (b) the amount of such dividend or distribution otherwise paid to such Holder as a result of its ownership of Common Stock. This provision shall not apply to the payment of cash dividends on the Series B Preferred Stock.
Dilution Fee. Subject to the provisions of this Section 3A, if the Company shall, at any time or from time to time after the Date of Issuance, make or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend in cash, then provision shall be made so that the Exercise Price of the Warrant shall be reduced by the amount of cash which the Registered Holder would have been entitled to receive per share had the Warrant been exercised in full into Exercise Shares on the date of such event; provided, that in the event such adjustment would have the effect of reducing the Exercise Price below zero, the Exercise Price shall be reduced to zero and any additional amount shall be distributed to the Registered Holder; provided further, that no such provision shall be made if the Registered Holder receives, simultaneously with the distribution to the holders of Common Stock, a dividend of cash in an amount equal to the amount of such cash as the Registered Holder would have received if the Warrant had been exercised in full into Exercise Shares on the date of such event.
Dilution Fee. Each of Seacoast, Pacific and Tangent hereby agree that the "Dilution Fee" set forth in Article III of the Shareholder Agreement shall not apply with respect to any cash dividend or cash distribution made by the Company on any shares of the Company's Series A Stock (or any other Capital Stock issued hereafter in connection with the Series A Stock).
Dilution Fee. In the event that the Company at any time after the Original Issue Date shall pay a dividend or make any other distribution with respect to its Common Stock (or any other shares of the capital stock of the Company for which this Warrant becomes exercisable pursuant to Section 4 above) whether in the form of cash, evidences of indebtedness, securities or other property (other than a stock dividend subject to the provisions of Section 4.1 above), then the Holder of this Warrant shall be entitled to receive a dilution fee (a "Dilution Fee") payable on the date of payment of such dividend or other distribution equal to the amount of cash and any evidences of indebtedness, securities or other property distributed with respect to each share of Common Stock (or such other stock) multiplied by the number of shares of Common Stock (or such other shares of stock) then issuable upon exercise of this Warrant.
Dilution Fee. (a) Until the earlier to occur of the exercise in full of this Warrant or the Expiration Date, if any distribution is made on or with respect to the Equity Securities, the Holder of this Warrant as of the record date established by the Board of Directors for such distribution on the Equity Securities shall be entitled to receive a fee (the “Dilution Fee”) in an amount (whether in the form of cash, notes, securities or other property) equal to the amount (and in the form) of the distribution that such Holder would have received had this Warrant been exercised in full as of the date immediately prior to the record date for such distribution, such Dilution Fee to be payable on the same payment date established by the Board of Directors for the payment of such distribution; provided, however, that if the Company declares and pays a distribution on the Equity Securities consisting in whole or in part of Common Stock, then no such Dilution Fee shall be payable in respect of this Warrant on account of the portion of such distribution payable in Common Stock and in lieu thereof the adjustment in Article V hereof shall apply. The record date for any such Dilution Fee shall be the record date for the applicable distribution on the Equity Securities, and any such Dilution Fee shall be payable to the Persons in whose name this Warrant is registered at the close of business on the applicable record date.
(b) No distribution shall be paid or declared on any Equity Securities (other than distributions payable in Common Stock for which an adjustment was made pursuant to Article V hereof), unless the Dilution Fee, payable in the same consideration and manner, is simultaneously paid or provided for, as the case may be, in respect of this Warrant in an amount determined as set forth above. For purposes hereof, the term “distribution” shall include any pro rata dividend or distribution by the Company, out of funds of the Company legally available therefor, of cash, property, securities (including, but not limited to, Convertible Securities, rights, warrants or options) or other property or assets to the holders of the Equity Securities, whether or not paid out of capital, surplus or earnings other than liquidation.
(c) Prior to making any distribution on or with respect to Equity Securities, the Company shall take all prior action necessary to authorize the issuance of any securities payable as the Dilution Fee in respect of this Warrant.
Dilution Fee. In the event that, during the term of the Priority Warrant, the Company pays any cash dividend or makes any cash distribution to any holder of any class of its Capital Stock with respect to such Capital Stock, each Holder of the Priority Warrant will be entitled to receive in respect of its Priority Warrant a dilution fee in cash (the "Dilution Fee") on the date of payment of such dividend or distribution, which Dilution Fee will be equal to the difference between (a) the highest amount per share paid to any class of Capital Stock times the number of Issued Warrant Shares then owned by such Holder plus the number of Issuable Warrant Shares then owned by such Holder, and (b) the amount of such dividend or distribution otherwise paid to such Holder as a result of its ownership of Common Stock. This provision shall not apply to the payment of cash dividends on the Series B Preferred Stock.
Dilution Fee. (a) Without limiting the ability of the Company to pay dividends on its currently outstanding preferred stock, in case at any time after the date of this Agreement, the Company declares a dividend or makes a distribution upon the shares of Capital Stock otherwise than out of consolidated earnings or consolidated earned surplus (determined in accordance with generally accepted accounting principles, including the making of appropriate deductions for a minority interest, if any, in Subsidiaries), and otherwise than in securities to which the provisions of Section 3.02(b) apply, and provided that such dividend or distribution does not otherwise result in an adjustment of the Exercise Price pursuant to any other provision of this Agreement, the Company will immediately pay to each Holder, the securities and other property (including cash) that such Holder would have received (together will all distributions thereon) if such Holder had exercised its Warrants on the record date fixed in connection with such dividend or distribution.
(b) If at any time, or from time to time, on or after the date of this Agreement the Company grants, issues, or sells any options or rights to purchase Capital Stock pro rata to the Holders of any class of Capital Stock, then if the Holders are entitled to an adjustment pursuant to the provisions of this Article III, in lieu of such adjustment, each Holder will be entitled, at such Holder's option, to acquire (whether or not the Warrants have been exercised) upon the terms applicable to such options or rights, the aggregate of such options or rights that such Holder could have acquired if such Holder had held the number of Warrant Shares issuable on exercise of its Warrants immediately prior to the time at which the Company granted, issued, or sold such options or rights.
Dilution Fee. 14 3.03 Adjustments to Number of Shares Purchasable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
