Non-Dilution. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event, the Committee may adjust proportionally (a) the number of shares of Stock (i) available for issuance under the Plan and (ii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices dated to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards as the Committee in its sole discretion may in good faith determine to be equitably required in order prevent dilution or enlargement of the rights of Participants. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Committee may also make or provide for such adjustments in the number of Shares specified in Section 3 of the Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any such transaction or event. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event. Upon the occurrence of a "change in control", as defined in the Plan, of the Company, each Option shall at the discretion of the Committee either be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control Price over the exercise price for such Option, or be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and all restricted shares of Stock and all SARs shall become nonforfeitable and be immediately transferable or payable, as the case may be, subject however to Paragraph 9(b)
Non-Dilution. LAC covenants and agrees with Ganfeng that, prior to the Effective Date, it shall not, without the prior written consent of Ganfeng, such consent not to be unreasonably withheld or delayed, issue any LAC Common Shares or securities convertible into LAC Common Shares; provided, however, that such restriction shall not apply to securities issued in connection with: (i) the Arrangement, (ii) the grant, vesting, exercise or settlement of any options, restricted share rights, performance share units, deferred share units and other similar issuances pursuant to LAC's share compensation arrangements (existing or to be adopted in the future), (iii) acquisitions (including claims acquisitions or other mining interests), (iv) the exercise of any outstanding warrants, rights or other convertible securities, (v) the issuance of LAC Common Shares under its outstanding Convertible Notes (as defined in the Arrangement Agreement) in accordance with their terms; and (vi) satisfying existing contractual obligations (including without limitation the participation and top up rights of General Motors Holdings LLC under its investor rights agreement with LAC).
Non-Dilution. This Option shall be non-dilutable equal to ten percent (10%) of the outstanding shares of the Company. For a period of ten years after the date hereof, the Company on each issuance of new shares of the Company shall heretofore grant an additional option to the Optionee for ten percent (10%) of the new shares issued at an exercise price equal to price of the new shares issued. By way of illustration and not in limitation of the foregoing, if $100,000 face value of the Company’s convertible preferred stock is converted into 5,000,000 shares of Company’s common stock, an additional option is granted to the Optionee for 500,000 shares at $.02 per share.
Non-Dilution. No action shall be taken by the Company or its shareholders upon their assumption of control of the Buyer which shall materially dilute the existing shareholders of Buyer, except for bona-fide employee stock option plans, for a period of eighteen months from the date the shares are eligible for trading on the OTC Bulletin Board including specifically the issuance of shares under any form of S-8 Registration without the prior written consent of current company management through Xxxxxx Xxxxxxxxx and Xxxxx Xxxxx.
Non-Dilution. No Person now has any agreement, option or right capable of becoming an agreement or option for the pledge, purchase, subscription or issuance from any Borrower, Kingsway America or any of their Subsidiaries of any shares of the Canadian Borrower, Kingsway America or any of their Subsidiaries, issued or unissued, which will cause a Change of Voting Control.
Non-Dilution. The Employee shall be entitled to receive an equity non-dilution agreement for the current stock holdings in the company during the tenure of this employment agreement. Company will issue shares to employee to maintain no less than the current equity holdings, plus earned and bonus shares that may be issued and may be determined at any time or from time to time by the Board in its discretion.
Non-Dilution. The 5% of the I&O granted shall be non-dilutive, requiring adjustment of the actual number of options upward in the event of an increase in the I&O following the Grant Date, or downward in the event of decrease in the I&O following the Grant Date, during the period commencing upon the Grant Date through, and including, the Company’s issuance of any securities in financing obtained subsequent to the Grant Date in excess of five million dollars ($5,000,000.00), whether received in a single financing or multiple financings (the “Financing”). Following an event of Financing, this Non-Dilution clause shall terminate. Endnotes
Non-Dilution. For any period of time in which the Executive owns any securities of the Company of any class, the Company shall ensure no dilution to the Company’s common shares or voting securities held by the Executive. In the event that the Company issues securities of any class, the Company shall then correspondingly increase the amount of securities held by Executive so that Executive’s proportionate ownership of the Company’s common and voting securities is not decreased. Notwithstanding the foregoing, Executive’s rights to non-dilution as stated in this Section 3.03(a) shall extend three years after termination of Executive’s employment with the Company, unless the termination is based on a judicial determination of theft, fraud or embezzlement against the company, in which case said rights will terminate immediately. The Executive may waive these rights for specific transactions and/or share issuances at his or her sole discretion.
Non-Dilution. In addition, the Company acknowledges the current ongoing corporate restructuring and agrees that AZC will maintain the 2% level of ownership should additional shares be issued at anytime during the six months following the date of signing this agreement.
Non-Dilution. The Purchased Shares represent 49.68% of the total outstanding common stock of the Corporation and other than as disclosed in the Corporation’s 10-QSB for the quarter ended March 31, 2007 there are no securities convertible into or exercisable for common stock. For a period of six months from the date hereof, the Corporation will not issue any additional shares of common stock or securities convertible into common stock without the prior written consent of the Purchaser.
