Dilution Shares definition
Examples of Dilution Shares in a sentence
Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares.
The Company may not refuse to issue to a Purchaser Dilution Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained.
The Company may not refuse to issue to the Purchaser the Dilution Shares hereunder based on any claim that the Purchaser or any one associated or affiliated with the Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained.
The issuance of Dilution Shares is not conditioned upon, or determined in any way, by a Purchaser’s beneficial ownership of Shares at the time of the Dilutive Issuance.
Purchaser shall be entitled to piggyback registration rights with respect to the Shares and Dilution Shares, and the Company shall not register shares held by any other person on a prior basis without consent of the Purchaser.
If any shares of Common Stock are issued and not reflected in Schedule B or if more than 350,000 shares of Common Stock are issued in connection with the Contingent Claim listed in Schedule B (each, an "Additional Issuance"), then IFSH shall issue to Shaar 850 shares of Common Stock for every 100 shares of Common Stock IFSH issues pursuant to any Additional Issuance (the aggregate of such shares of Common Stock issued to Shaar being referred to hereinafter collectively as "Dilution Shares").
Failure to timely issue any such shares shall subject the Company to liquidated damages as and to the same extent as the failure to timely issue Dilution Shares.
For purposes of Rule 144, the holding period of the Dilution Shares issued pursuant to Section 4.19, shall be deemed to have commenced on the Closing Date.
Example: Company issues securities representing 100,000,000 Dilution Shares, then the Conversion Ratio shall equal 10,000 x (5,770,596,606/5,670,596,606) (or 1.018) = 10,180.
Notwithstanding the foregoing, if an event that would trigger an Anti-Dilution Termination Date (as defined below) occurs prior to the issuance by the Company of additional Equity Securities (as defined below) in exchange for investment in an amount equal to the Maximum Anti-Dilution Amount, then the Purchaser shall receive the balance of any Anti- Dilution Shares necessary to cause the Purchaser Percentage to equal the Floor Percentage immediately prior to the consummation of such event.