Diluting Event definition

Diluting Event means any event which, pursuant to the terms of this Warrant, requires the Company to adjust the Exercise Price and/or the number of shares subject to this Warrant.
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Diluting Event means any transaction or event which is identified as a Diluting Event in Section 4.2(a) - (d).
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Diluting Event means any event which, pursuant to the
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Examples of Diluting Event in a sentence

  • Notwithstanding the foregoing, a merger or other transaction with the corporation named in Section 8.1(e) shall not be considered a Diluting Event for purposes of this Section 2.7.

  • In the event prior to the Default Shares being deemed issued to Lender (and thereby covered by the language above), a Diluting Event occurs which will lessen the Default PercentagelInterest , the Default Shares, without any additional consideration of any nature, shall be increased by such additional number.

  • In case the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in either case in Common Stock or Convertible Securities, then a Diluting Event shall have occurred, and such Common Stock or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution, shall be deemed to have been issued or sold without consideration.

  • Accordingly, following the issue of the Shares pursuant to this Offer Document (Diluting Event), Sulliden may elect to exercise its Top-Up Right so as to maintain its percentage holding in the issued share capital of the Company immediately before the Diluting Event (as permitted by the Top-Up Right).

  • Subject to the grant to the Company of the ASX Waiver, and subject to clause 4.4, the Company agrees not to cause any Diluting Event unless at the same time as the Diluting Event, it issues to the Subscriber the Top-Up Shares for the Top-Up Price.

  • The Company shall not engage in any Diluting Event if as a result of such event and the adjustment pursuant to this Section 4.1 (b), an ownership change would occur within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, or any successor provision.

  • If the Initial Purchaser shall fail at the Closing Time to purchase the Securities that it is obligated to purchase hereunder, then this Agreement shall terminate without liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7, 8 and 11 shall remain in full force and effect.

  • If notwithstanding the foregoing, a Diluting Event inadvertently occurs which would result in such an ownership change if the full adjustments provided herein were made, then the number of shares subject to this Warrant shall only be adjusted to the extent possible without causing such an ownership change, and notwithstanding such partial adjustment, the Holder shall retain all applicable rights with respect to breach of the foregoing sentence.

  • Top-Up Price means the same Share issue price as the issue price under the Diluting Event.

  • The service requests on that list shall be completed within the first two weeks of the following month.


More Definitions of Diluting Event

Diluting Event has the meaning set forth in Section 5.17.
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Diluting Event means the issue of any Shares except for an issue in the following circumstances:
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Diluting Event shall have the meaning ascribed to it in Section 9.
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Related to Diluting Event

  • Sporting event means any of the following athletic activities that is organized, operated, managed, or sponsored by the School:

  • Parent Intervening Event means a material development or change in circumstance that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Parent Board as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Parent Board as of the date of this Agreement); provided, however, that in no event shall (i) the receipt, existence or terms of an actual or possible Parent Takeover Proposal, (ii) any Effect relating to the Company or any of its Subsidiaries that does not amount to a Material Adverse Effect, individually or in the aggregate, (iii) any change in the credit rating of Parent or the market price or trading volume of the Parent Ordinary Shares (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (iv) the fact that Parent or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Parent Intervening Event, to the extent otherwise permitted by this definition), (v) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, (vi) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (vii) any conditions (or changes in such conditions) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operate (including changes in general market prices and political or regulatory changes affecting the industry or any changes in applicable Law), (viii) any event or circumstance arising in connection with obtaining approvals and other authorizations of any Governmental Entity (including, for the avoidance of doubt, the expiration of the waiting periods applicable to the consummation of the Merger under the HSR Act and other Antitrust Laws), (ix) any event or circumstance arising in connection with the execution announcement of this Agreement or the pendency of the Merger (including by reason of the identity of Parent or the Company), including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with employees, customers, suppliers, vendors, landlords or partners, (x) any actions taken or omitted by Parent, Company or any of their Subsidiaries that is expressly required to be taken or omitted by such parties pursuant to this Agreement in connection with the transactions contemplated by this Agreement, (xi) any opportunity to acquire (by merger, joint venture, partnership, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person, (xii) any acts of war, sabotage, or terrorism, or military actions, or the escalation thereof and (xiii) any natural disasters, epidemics or pandemics (including the existence and impact of the COVID-19 pandemic or any COVID-19 Measure), in each case, constitute, or be taken into account, in whole or in part, in determining when a material development or change in circumstance constitutes, a Parent Intervening Event.

  • Triggering Events means Triggering Event I, Triggering Event II and Triggering Event III, collectively.

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

  • Liquidating Events shall have the meaning set forth in Section 13.1.

  • Terminating Event means any of the following events:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Vesting Event means the earliest to occur of the following events:

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Subsequent Triggering Event means any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%.

  • Disabling Event means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act.

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Voting Rights Triggering Event means the failure of the Company to pay dividends on the Preferred Stock with respect to six or more quarterly periods (whether or not consecutive).

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Company Triggering Event shall be deemed to have occurred if: (a) the Company shall have made a Company Board Adverse Recommendation Change; (b) the Company Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c) the Company shall have entered into any letter of intent or similar document relating to any Acquisition Proposal in violation of the terms of the Agreement.

  • Deemed Liquidation Event means (a) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Change in Control Transaction means the occurrence of any of the following events:

  • Adverse Rating Event With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).

  • Section 13 Event means any event described in clauses (x), (y) or (z) of Section 13(a) hereof.