Down Round Protection. If at any time commencing upon the date of the Mandatory Conversion of the Note and terminating on the six (6) month anniversary thereafter, if the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price in Effect (such lower price, the “Base Share Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Company shall issue to each Purchaser such number of additional shares of Common Stock equal to the difference between (i) the number of shares of Common Stock issuable upon conversion of the Note at the Conversion Price, and (ii) the number of shares of Common Stock issuable upon conversion of the Note at the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 4.16 in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction while the Purchaser holds any Securities, despite the prohibition set forth in Section 4.11, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Purchaser in writing, no later than one (1) business day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
Down Round Protection. If, after the date of this Agreement, the Company issues any New Securities (other than Exempted Securities and any shares of Common Stock issued pursuant to this Section 4.2) at a price implying a pre-money valuation of the Company of less than $40,000,000 (a “Down Round Valuation”), then, subject to all applicable securities laws, the Company shall promptly (and in any event within 7 days thereafter) issue to each Investor, without the payment of any additional consideration by such Investor, such number of additional shares of Common Stock as is equal to the positive difference between (x) the aggregate number of shares of Common Stock issued to such Investor pursuant to the Purchase Agreement (as adjusted for any Recapitalization with respect to the Common Stock effected after the date of the Purchase Agreement) and (y) if the Down Round Valuation is greater than or equal to $20,000,000, then the aggregate number of shares of Common Stock that would have been issued to such Investor pursuant to the Purchase Agreement (subject to appropriate adjustment for any Recapitalization with respect to the Common Stock effected after the date of the Purchase Agreement) if the price per share of the Common Stock issued and sold thereunder had been calculated at that time on the basis of a Company pre-money valuation equal to such Down Round Valuation (and utilizing the same treasury stock method as was used by the Company in originally calculating the Original Issue Price), or (z) if the Down Round Valuation is less than $20,000,000, then the aggregate number of shares of Common Stock that would have been issued to such Investor pursuant to the Purchase Agreement (subject to appropriate adjustment for any Recapitalization with respect to the Common Stock effected after the date of the Purchase Agreement) if the price per share of the Common Stock issued and sold thereunder had been calculated at that time on the basis of a Company pre-money valuation equal to $20,000,000 (and utilizing the same treasury stock method as was used by the Company in originally calculating the Original Issue Price).
Down Round Protection. If the Company issues shares of its common stock or convertible preferred equity in connection with an up-listing to a national stock exchange for a purchase price per share less than the purchase price per share hereunder (a “Down Round”), the Company will issue additional Securities (for no additional consideration) to the Subscriber such that the effective purchase price per share (calculated by dividing the Purchase Price by the total shares (including the additional shares)) is equal to the purchase price per share paid by investors in the Down Round. Notwithstanding the foregoing, the maximum number of shares that may be issued to a Subscriber as a result of a Down Round shall not exceed twenty-five (25%) of that number of Securities purchased hereunder. However, the issuance of Securities by the Company shall not constitute a Down Round for purposes of this Agreement: (i) the issuance of equity or exercise of stock options or the conversion of convertible securities, in each case, issued to employees, directors of, or consultants to the Company pursuant to a plan, agreement or arrangement approved by the Company; (ii) a dividend or distribution payable to holders of capital stock of the Company; (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Company into a greater number of shares, or (iv) any other equity or debt offering made without regard to an up-listing.
Down Round Protection. If, prior to the six month anniversary of the date hereof, the Company issues shares of its Common Stock for a purchase price per share less than the purchase price per share hereunder (a “Down Round”), the Company will issue additional Shares (for no additional consideration) to Investor such that the effective purchase price per Share (calculated by dividing the Purchase Price by the total Shares (including the additional Shares)) is equal to the purchase price per share paid in the Down Round. The issuance of shares of Common Stock by the Company in connection with the following shall not constitute a Down Round for purposes of this Agreement: (i) the exercise of stock options or the conversion of convertible securities in each case issued to employees, directors of, or consultants to the Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (ii) a dividend or distribution payable to holders of capital stock of the Company; or (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Company into a greater number of shares.
Down Round Protection. 12.2.1 Notwithstanding Clause 12 .1 ( Issue o f Fu rther Shares), w here th e Company issues new or unissued ordinary Shares within 1 year of the Completion Date at a price per Sh are l ower th an th e Share pric e paid b y an Inv estor for t he ordinary Shares h eld by i t i n t he C ompany, b eing x x xxxx p xx x xxxx lo wer than t he G HS equivalent of USD 6.2442 a t the Exc hange R ate on the Compl etion Date, (t he “Lower Entr y Ordina ry Price”), the Key Sha reholders s hall procure that the Company is sues, to the relevant Inv estor, such number of ne w ordin ary S hares credited as fully paid (a nd at GHS 0.10 per Sh are) to ma ke up for the ordinary Shares which would have been issued to the Investor had the Investor subscribed at the Lower Entry Ordinary Price.
12.2.2 Notwithstanding Clause 12 .1 ( Issue o f Fu rther Shares), w here th e Company issues new or unis sued pr eference Shares within 1 year of the Co mpletion Date at a price per S hare lo wer th an the Share price paid by an I nvestor for the preference Shares held by it in the Company, being a price per Share lower than the USD 5 or the EUR equiv alent o f USD 5 (as the c ase may be) on th e Completion Dat e, ( the “Lower Entry Prefe rence Pri ce”), t he Key Shareholders shall procure that the Company issues, to the relevant Investor, such number of new preference Sha res c redited as f ully pa id ( and at GHS 0 .10 pe x X xxxx) to make up for the preference Shares which would have been issued to the Investor had the Investor subscribed at the Lower Entry Preference Price.
12.2.3 Notwithstanding Clause 12 .1 ( Issue o f Fu rther Shares), w here th e Company issues new or unis sued pr eference Shares within 1 year of the Co mpletion Date on terms more fav ourable than tho se in the r elevant Investor Agreement in specific re lation to dividend rate, tax tre atment, c onversion te rms a nd payment date, the Key Shareholders shall pr ocure that the Company offers to amend th e terms of the relevant Investor’s preference Shares to reflect the mo re favourable terms and conditions.
12.2.4 In the event of any c onversion of the Existing Preference Shares within 1 y ear of the C ompletion Date, t he K ey Shareholders s hall procure that t he Company issues, to th e In vestors, such number of ne w or dinary Shares c redited as fully paid (a nd a t GHS 0.10 pe r Share) s o tha t the number of o rdinary Sha res h eld immediately a fter such c onversion represents th e same perc entage o f the o...
Down Round Protection. The Company shall notify LEC in writing at least five (5) Business Days, and shall consult with LEC, prior to issuing any Down-Round Shares. The Company shall not issue Down-Round Shares on any date that is less than six (6) days prior to the Closing Date, and the Company shall deliver the stock certificates with respect to any Down-Round Shares to the applicable recipient immediately after the issuance of such Down-Round Shares and, in any event, prior to the Closing Date.
