XXXX Anti-Dilution Sample Clauses

XXXX Anti-Dilution. The Company and the Members agree that, as required by the license between the Company and XXXX, the aggregate Interest in the Company held by XXXX and its Permitted Transferees shall not fall below [xx]% (“Percentage Threshold”) on a Fully-Diluted Basis (after accounting for the issued and vested Profits Interest Units identified in Appendix B, if any, as such number of Profit Interest Units may be adjusted, from time to time) until the Company receives investment, in the aggregate, by way of a single transaction or a series of transactions, in an amount equal to or exceeding [DOLLAR AMOUNT] ($XX,XXX,XXX) (the “Equity Financing Threshold”). For purposes of this Section 7.3 only, a cash investment in exchange for convertible securities shall not contribute to the Equity Financing Threshold at the time of issuance of such convertible securities, but instead shall contribute to the Equity Financing Threshold only at the time that (i) the convertible securities (other than convertible notes) are convertible or exchangeable into Equity Securities; and, (ii) the convertible notes are converted into Equity Securities.
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XXXX Anti-Dilution. The Company and the Members agree that, as required by the license between the Company and XXXX, the aggregate Interest in the Company held by XXXX and its Affiliates shall not fall below ____ % (“Percentage Threshold”) on a Fully-Diluted basis (and accounting for the reserved Profits Interest Units identified in Appendix B, if any, as such number of reserved Profit Interest Units may be adjusted, from time to time) until the Company receives investment, in the aggregate, by way of a single transaction or a series of transactions, in an amount equal to or exceeding _________________________________ ($_________) (the “Equity Financing Threshold”); provided that for purposes of this Section 7.3 only, a cash investment in exchange for convertible notes or Convertible Preferred Units shall constitute an Equity Financing (as defined below) only, (i) in the case of Convertible Preferred Units, at the time that the Convertible Preferred Units are convertible or exchangeable into Common Units, (ii) in the case of a note convertible into (A) Convertible Preferred Units, after the convertible note has actually been converted into Convertible Preferred Units, and the Convertible Preferred Units satisfy the requirement of clause (i) above, and (B) Common Units, at the time the convertible note is actually converted into Common Units (in each such case, the “Deemed Equity Financing Date”). In the event the Company receives Equity Financing in a certain transaction, a portion of which (the “Applicable Portion”), when added to the prior aggregate amount of Equity Financing received by the Company, brings the total amount of Equity Financing received by the Company up to the Equity Financing Threshold and a portion of which (the “Excess Portion”), when added to the aggregate amount of Equity Financing received by the Company (inclusive of the Applicable Portion), brings the total amount of Equity Financing received by the Company above the Equity Financing Threshold, then the anti-dilution provisions contained in this Section 7.3 shall apply only to the Applicable Portion and not to the Excess Portion. An “Equity Financing” shall mean a cash investment in exchange for any Interests subject to the limitations set forth in the this Section 7.3. Simultaneous with the closing of any Equity Financing, the Company shall issue to XXXX, as additional royalties under the license between the Company and XXXX, that additional number of Units necessary so that the aggregate Membershi...
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