Waiver of Anti-Dilution Adjustment. The undersigned Investors who are the holders of the requisite outstanding shares of Preferred Stock, on behalf of themselves and all other holders of Preferred Stock, hereby waive any price-based anti-dilution adjustment under Article V, Section 3(D) of the Restated Certificate with respect to the Company’s sale and issuance of the Securities pursuant to this Agreement.
Waiver of Anti-Dilution Adjustment. With respect to the issuance of the Warrants, the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable upon exercise of the Warrants, the undersigned Company stockholders hereby irrevocably waive any Anti-Dilution Adjustment, as set forth in Section 5, et seq., of Article SIX of the Restated Certificate, that may have otherwise occurred as a result of the issuance of the Warrants and any shares issuable pursuant to the exercise of the Warrants.
Waiver of Anti-Dilution Adjustment. Notwithstanding anything herein to the contrary, any Anti-Dilution Adjustment may be waived, either prospectively or retroactively and either generally or in a particular instance, by the holders of a simple majority of the then outstanding Preference Shares, voting as a separate class. Any such waiver shall bind all future holders of Preference Shares of such series.
Waiver of Anti-Dilution Adjustment. The Sponsor hereby (a) waives, subject to, and conditioned upon, the occurrence of the Closing (for itself and for its successors, heirs and assigns), and (b) agrees not to assert or perfect, in each case, any rights to adjustment or other anti-dilution or similar protections with respect to the rate that the SilverBox Class B Shares held by the Sponsor convert into SilverBox Class A Shares in connection with the transactions contemplated by the Combination Agreement (including, for the avoidance of doubt, the transactions contemplated by the Subscription Agreements).
Waiver of Anti-Dilution Adjustment. AHL hereby waives its right to any anti-dilution adjustment to which it would be entitled pursuant to Article IV(C) 5.3 of the Company's Certificate of Incorporation as it might otherwise apply to the sale and issuance of the New Securities.
Waiver of Anti-Dilution Adjustment. Pursuant to the provisions of the Series A-1 Certificate of Designation, each of the Purchasers hereby waives, on behalf all holders of shares of Series A-1 Preferred, the adjustment to the conversion price of the Series A-1 Preferred pursuant to Section 8(a)(viii) of the Series A-1 Certificate of Designation that results from the issuance of shares of Series A-2 Preferred or Series A-3 Preferred pursuant to this Agreement or from the issuance of shares of Series A-2 Preferred pursuant to the Deerfield Loan Agreement in satisfaction of payments of accrued interest to be owed by the Company under such agreement for the quarterly periods ending December 31, 2011, March 31, 2012, June 30, 2012 and September 30, 2012. Each Purchaser waives any right to notice under the terms of the Series A-1 Certificate of Designation solely with respect to this waiver. This waiver is limited solely to issuance of shares of Series A-2 Preferred and shares of Series A-3 Preferred pursuant to this Agreement and shares of Series A-2 Preferred pursuant to the Deerfield Loan Agreement in satisfaction of payments of accrued interest to be owed by the Company under such agreement for the quarterly periods ending December 31, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, and shall not be deemed to be a waiver for any other purpose.
Waiver of Anti-Dilution Adjustment. With respect to the issuance of the Warrants, the Series C-3 Preferred Stock exercisable pursuant to the Warrants, and the Company’s Common Stock issued or issuable upon conversion of the Company’s Series C-3 Preferred Stock issued or issuable upon exercise of the Warrants (as may be adjusted from time-to-time), the undersigned Company stockholders hereby irrevocably waive any Anti-Dilution Adjustment, as set forth in Section 5, et seq., of Article SIX of the Restated Certificate, that may have otherwise occurred as a result of the issuance of the Warrants and any shares issuable pursuant to the exercise of the Warrants.
Waiver of Anti-Dilution Adjustment. Pursuant to Section 7(a) of the Notes, if the Company issues or sells any shares of the Common Stock for consideration per share less than the Conversion Price (as defined in the Notes) in effect immediately prior to such issue or sale, then there shall be an adjustment to the Conversion Price on the terms set forth therein. The Parties acknowledge that the Company will be deemed to have issued shares of the Common Stock in the Financing Transaction for consideration per share less than the Conversion Price. Holder hereby waives the right to have the Conversion Price adjusted as a result of the Financing Transaction pursuant to Section 7(a) of the Notes.
Waiver of Anti-Dilution Adjustment. Notwithstanding anything herein to the contrary, the operation of, and any adjustment of the Series A Conversion Value Price pursuant to this Section 7 may be waived with respect to any specific share or shares of Series A Preferred Stock, either prospectively or retroactively and either generally or in a particular instance by a writing executed by the registered Holder of such share or shares. Any waiver pursuant to this subsection 7(e) shall bind all future Holders of such shares of Series A Preferred Stock for which such rights have been waived f)
Waiver of Anti-Dilution Adjustment. All persons entitled to receive, as a result of the transactions contemplated hereby, issuance of Ponder Common Stock after xxx xate hereof will have waived all of their rights to receive such Ponder Common Stock, excxxx xx provided for certain parties under Ponder's Plan of Reorganizaxxxx.
