Dilution Sale definition

Dilution Sale shall refer to circumstances where the Company issues or sells shares of its Common Stock for a price per share less than the Warrant Price as adjusted and then in effect, or issues or sells Common Stock Equivalents in a manner described in Section 3.4 (in each case, other than: (i) in a transaction or as the result of a transaction described in Sections 3.2, 3.3 or 3.5 hereof, (ii) Common Stock or Common Stock Equivalents issued to any employee, officer, director, consultant or other individual performing services for the Company pursuant to a stock option, stock purchase or other equity incentive plan for employees or other persons performing services for the Company and which plan is approved by the Board of Directors, or (iii) upon exercise or conversion of Common Stock Equivalents outstanding on the date of original issue of this Warrant).
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Examples of Dilution Sale in a sentence

  • The Company shall have ninety (90) days after it provides written notice of a Dilution Sale to Holder (whether or not Holder has yet provided notice of its intent to purchase the securities so offered) to sell such securities at a price and upon general terms no more favorable than those specified in the Company's notice.

  • The price per share of Common Stock or Common Stock Equivalents received in a Dilution Sale shall be calculated by dividing the Total Consideration received in the Dilution Sale by the Total Shares issued in the Dilution Sale.

  • In the event the Company proposes to issue or sell shares of its Common Stock or Common Stock Equivalents in a Dilution Sale, the Company shall give Holder written notice of such proposed Dilution Sale (which shall include a description of the securities proposed to be issued, the price, and the general terms upon which the Company proposes to issue the same) and shall offer to sell to Holder that quantity of such securities which will enable Holder to maintain its pro rata equity interest in the Company.

  • Section 3.1 is hereby amended as follows: Notwithstanding anything contained in Section 3.1 of the Warrant to the contrary, each and every time that the Company issues or sells shares of its Common Stock or Common Stock Equivalents in a Dilution Sale subject to Section 3.1.4 of the Warrant, the Warrant Price shall be reduced to an amount equal to the price per share of Common Stock or Common Stock Equivalents received by the Company in such Dilution Sale.

  • TFSI understands and agrees that by executing this Agreement, TFSI waives its rights to participate in and receive any adjustments in the Warrant exercise price or number of shares of Common Stock issuable upon exercise of the Warrants pursuant to the securities issued and issuable in connection with the Merger and pursuant to any future Dilution Sale (as such term is defined in the common stock purchase Warrant (together with Exhibit A thereto) issued to TFSI on October 16, 1990).

Related to Dilution Sale

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Managers (or any similar governing body of any surviving or resulting Person).

  • Dilution Horizon means, for any calendar month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month of: (a) the aggregate credit sales made by the Originator during the most recent calendar month and 50% of the next most recent calendar month’s credit sales to (b) the Net Receivables Pool Balance at the last day of the most recent calendar month.

  • Dilution means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ xxxxxxxx with respect to Accounts during such period.

  • Anti-Dilution Levy means such sum, as the Responsible Person or its delegate considers appropriate taking into account the interests of Shareholders of the relevant Funds to cover dealing costs incurred when transacting to cover Shareholder dealing and for no other purpose.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Dilution Ratio means, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended fiscal months.

  • Dilution Factors means, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Loan Parties.

  • Dilution Percent the percent, determined for Borrowers’ most recent Fiscal Quarter, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by (b) gross sales.

  • Dilution Horizon Ratio means, as of any Cut-Off Date, a ratio (expressed as a decimal), equal to the product of (a) the ratio computed by dividing (i) the Credit Memo Lag Time as of such Cut-Off Date, by (ii) 30 and (b) the ratio computed by dividing (i) the aggregate amount of receivables originated by the Originators during the most recent Calculation Period ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

  • Dilution Volatility Component means, at any time, the product (expressed as a percentage) of (i) the difference between (a) the highest three-month rolling average Dilution Ratio over the 12-month period then most recently ended and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Investor Uncovered Dilution Amount means an amount equal to the product of (x) the Series Allocation Percentage for the related Monthly Period (determined on a weighted average basis, if one or more Reset Dates occur during that Monthly Period), times (y) the aggregate Dilutions occurring during that Monthly Period as to which any deposit is required to be made to the Excess Funding Account pursuant to Section 3.9(a) of the Transfer and Servicing Agreement or Section 3.9(a) of the Pooling and Servicing Agreement but has not been made; provided that, if the Transferor Amount is greater than zero at the time the deposit referred to in clause (y) is required to be made, the Investor Uncovered Dilution Amount for such amount to be deposited shall be deemed to be zero.

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Dilution Reserve Ratio means, as of any date, an amount calculated as follows: DRR = [(2.25 x ADR) + [(HDR-ADR) x (HDR/ADR)]] x DHR where: DRR = the Dilution Reserve Ratio; ADR = the average of the Dilution Ratios for the past twelve Collection Periods; HDR = the highest average of the Dilution Ratios for any three consecutive Collection Periods during the most recent twelve months; and DHR = the Dilution Horizon Ratio. The Dilution Reserve Ratio shall be calculated monthly in each Monthly Report and such Dilution Reserve Ratio shall, absent manifest error, be effective from the corresponding Monthly Settlement Date until the next succeeding Monthly Settlement Date.

  • Selling Price means the same meaning as in RCW 82.08.010, except that when the product is sold under circumstances where the to- tal amount of consideration paid for the product is not indicative of its true value. Selling price means the true value of the product sold as determined or agreed to by the WSLCB. For purposes of this subsec- tion:

  • Dilution Percentage means the gross amount of all returns, allowances, discounts, credits, write-offs and similar items relating to Borrower's Accounts computed as a percentage of Borrower's gross sales, calculated on a ninety (90) day rolling average.

  • Selling Period means the period of one to twenty consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Issuance Notice) following the Trading Day on which an Issuance Notice is delivered or deemed to be delivered pursuant to Section 2.03(b) hereof.

  • Dilution Reserve means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

  • New Security means the establishment of a position which is not currently held by a client portfolio on the day the position is established.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.