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 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.
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 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.
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").
All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing or thereafter with respect to the issuance of any Anti-Dilution Shares, and the issuance of the Shares and any Anti- Dilution Shares has been taken or will be taken prior to the Closing and the date of issuance of any Anti- Dilution Shares, respectively.
The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date or at such time as such legend is no longer under this Section 4.1(c), if required by the Transfer Agent or requested by a Purchaser, to effect the removal of the legend hereunder, including but not limited to an opinion that the Dilution Shares issuable pursuant to Section 4.19 tack back to the Closing Date, provided that all conditions for such an opinion have been met.
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.
Notwithstanding the foregoing, three-fifths of all Dilution Shares shall continue to remain in the name of Seller but shall be delivered (together with stock powers duly executed for transfer) to and held by the Collateral Agent in accordance with and subject to the Limited Recourse Pledge and Guaranty of Seller dated the date hereof as additional Pledged Collateral thereunder.