Dilution Event definition

Dilution Event has the meaning set forth in Section 2.05(a)(ii).

Dilution Event has the meaning specified in Section 6.1.

Dilution Event has the meaning specified in the Contract.

Examples of Dilution Event in a sentence

• Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event.

• In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Stock, adjusted to give effect to any Dilution Event.

• In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash and/or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Stock, adjusted to give effect to any Dilution Event.

• In the event of liquidation of the Company, the holder of each Preferred Share will be entitled to receive a preferential liquidation payment equal to the greater of $1.00 and 100 times the aggregate per share amount to be distributed to the holders of the Common Stock, adjusted to give effect to any Dilution Event, plus an amount equal to accrued and unpaid dividends and distributions on such Preferred Share, whether or not declared, to the date of such payment.

• Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event.

More Definitions of Dilution Event

Dilution Event means any issuance of Common Stock, options, warrants or other convertible securities (including convertible debt) of the Company or any successor entity (including Einstein) (i) to any shareholder or other stakeholder of Einstein/Noah Bagel Corporation ("Einstein") as consideration for the Company's acquisition of at least a majority of the stock or assets of Einstein, whether by merger, consolidation, asset purchase, stock purchase or otherwise (an "Einstein Transaction") or to any shareholder or other stakeholder of the Company as consideration for an Einstein Surviving Transaction (as hereinafter defined), (ii) to any person or entity prior to an Einstein Transaction if the holders of 66-2/3% of the Common Stock issuable upon exercise of the warrants issued by the Company on the date hereof to Xxxxxxx Xxxxx III, L.P. ("Xxxxxxx Xxxxx"), Brookwood New World Investors LLC ("Brookwood") and BET Associates, L.P. ("BET") reasonably object to such issuance unless at least 90% of the net proceeds from such issuance are used to redeem shares of Series F Preferred Stock, $.001 par value, of the Company or the notes to be issued pursuant to the Series F Preferred Stock and Warrant Purchase Agreement dated as of January 18, 2001 among the Company and Xxxxxxx Xxxxx, the Exchange Agreement dated as of January 18, 2001 among the Company and the several stockholders named therein or the Second Series F Preferred Stock and Warrant Purchase Agreement dated as of March 29, 2001 among the Company and Xxxxxxx Xxxxx, (iii) to any person or entity in connection with any equity or convertible debt financing transaction the proceeds of which are used to acquire equity or assets of Einstein in an Einstein Transaction or equity or assets of the Company in an Einstein Surviving Transaction (as hereinafter defined) to the extent such proceeds exceed $25,000,000, or (iv) to any person or entity (X) in connection with a debt financing (other than convertible debt) in which the Company or its subsidiaries is a debtor, or (Y) in connection with a debt financing by Einstein or its subsidiaries in which the proceeds of such financing are used to acquire equity or assets of the Company in connection with an Einstein Surviving Transaction, in each case to the extent such issuance represents in excess of 2% of the Fully-Diluted Common Stock of the Company or Fully-Diluted Common Stock of Einstein, as the case may be, determined by taking into account all options, warrants and other convert...

Dilution Event means an event in which the issuer of a Reference Security (i) subdivides or splits the outstanding units of such Reference Security into a greater number of units, (ii) combines the outstanding units of such Reference Security into a smaller number of units, or (iii) reclassifies (other than a reclassification pursuant to a Reorganization Event) all of the outstanding units of such Reference Security into units of another of such issuer's Marketable Equity Securities.

Dilution Event has the meaning set forth in Section 4.01(a).

Dilution Event has the meaning set forth in Section 5.18(a).

Dilution Event means, at any time after the LTV Long-Stop Date, that:

Dilution Event is defined in Section 3.1.1.

Dilution Event has the meaning ascribed thereto in the Note Indenture.