Dilution Trigger definition

Dilution Trigger means the percentage set forth in the Dilution Trigger Agreement as the “Dilution Trigger”.
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Dilution Trigger has the meaning set out in Section 2.2;
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Dilution Trigger means 2% per cent.
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Examples of Dilution Trigger in a sentence

  • If the Dilution Trigger is reached or exceeded during a specific round of funding, Anti-Dilution Protection will extend to the total amount of funding raised through the closing of that specific round of funding.

  • However, the compensation committee did not rec- ommend the grant, nor did the board approve it, until almost a year later.308Plaintiff filed a complaint asserting breach of fiduciary duty claims against Green (in his capacity as a controlling stockholder), TTD officers, and the TTD board for approving and obtaining stockholder support for the Dilution Trigger amendment.309 Defendants moved to dismiss the complaint for failing to state a claim.

  • Defendants do not dispute that the Dilution Trigger Amendment is a transaction that is presumptively subject to review under the entire fairness standard.

  • When the conversation occurred is unclear, but two days after sending this email, Green contacted the entire board to schedule a meeting about the Dilution Trigger.

  • The omission of information contained in one slide of Centerview’s preliminary presentation mentioning that financial incentives provide the most value does not render the stockholder vote on the Dilution Trigger Amendment uninformed.

  • At bottom, Plaintiff’s challenge to the Special Committee is grounded in Plaintiff’s belief that maintaining the dual-class structure through the Dilution Trigger Amendment was a bad deal for TTD stockholders.

  • The Business Rationale Plaintiff next argues the 2020 Special Proxy should have disclosed that Green’s counsel told the Special Committee “on multiple occasions” that Green would be providing a “business rationale” for the Dilution Trigger Amendment.162 A rational business purpose serves as the foundation to the business judgment rule.

  • As the Plaintiff alleges, proxy advisory services such as ISS generally do not support dual-class structures.164 The communication from Green’s counsel to the Special Committee’s counsel merely confirmed that Green needed to make his case to the Special Committee that repealing the Dilution Trigger was justified and that the rationale for the amendment was sufficient to persuade a majority of the unaffiliated stockholders to vote for it.

  • Accordingly, it is not reasonably conceivable under the well-pleaded allegations in the Complaint or Supplement that the Special Committee lacked independence or failed to satisfy its duty of care.2. The Stockholder Vote Plaintiff also alleges that the stockholder vote on the Dilution Trigger Amendment was uninformed, thus rendering MFW inapplicable.140 Plaintiff insists there were six material disclosure deficiencies in the 2020 Special Proxy.

  • See In re 3Com, 2009 WL 5173804, at *6 (“Delaware law does not require management to discuss the panoply of possible alternatives to the course of action it is proposing.” (internal quotations omitted)); accord Crane, 2017 WL 7053964, at *13.Plaintiff has failed to explain how a reasonable shareholder would have considered the Compensation Committee’s preliminary consideration of an option grant to its CEO on December 3, 2020 “important in deciding how to vote” on the Dilution Trigger Amendment.

Related to Dilution Trigger

  • Sequential Trigger Event With respect to any Distribution Date, a Sequential Trigger Event is in effect if (a) with respect to any Distribution Date occurring before July 2009, the circumstances in which the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.20% and (b) with respect to any Distribution Date occurring in or after July 2009, a Trigger Event is in effect.

  • 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.

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Final Trigger Level means 85.00%, being a percentage against which the performance of the Index will be measured in order to determine the Final Redemption Amount.

  • Subsequent Triggering Event means either of the following events or transactions occurring after the date hereof:

  • Auto-Call Trigger Event means an event which occurs if, in the determination of the Calculation Agent, the Index Performance as of the Valuation Time on an Auto-Call Valuation Date is greater than or equal to the relevant Auto-Call Trigger Level.

  • Delinquency Trigger Event means, for any Collection Period, the aggregate Principal Balance of Delinquent Receivables that have been Delinquent Receivables for 61 days or more as a percentage of the Pool Balance as of the last day of the Collection Period exceeding or being equal to 6.62%.

  • 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).

  • Moody’s First Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A1”.

  • Cumulative Loss Trigger Event If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable Cumulative Loss Percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Cumulative Loss Percentage March 2008 through February 1.400% for the first month, plus an additional 2009 1/12th of 1.750% for each month thereafter (e.g., 2.275% in September 2008) March 2009 through February 3.150% for the first month, plus an additional 2010 1/12th of 1.750% for each month thereafter (e.g., 4.025% in September 2009) March 2010 through February 4.900% for the first month, plus an additional 2011 1/12th of 1.400% for each month thereafter (e.g., 5.600% in September 2010) March 2011 through February 6.300% for the first month, plus an additional 2012 1/12th of 0.750% for each month thereafter (e.g., 6.675% in September 2011) March 2012 and thereafter 7.050%

  • Delinquency Trigger means, for any Payment Date and the related Collection Period, 24.00%.

  • Flip-In Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Moody’s Second Trigger Ratings Threshold means, with respect to Party A, the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if such entity has a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a short-term unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty rating from Moody’s of “A3”.

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

  • Auto-Call Trigger Level means the level set out below for the relevant Auto-Call Valuation Date (i.e. as shown in the same row as that date):

  • Swap Counterparty Trigger Event A Swap Counterparty Trigger Event shall have occurred if any of a Swap Default with respect to which the Swap Counterparty is a Defaulting Party, a Termination Event with respect to which the Swap Counterparty is the sole Affected Party or an Additional Termination Event with respect to which the Swap Counterparty is the sole Affected Party has occurred.

  • Carve-Out Trigger Notice means a written notice delivered by the Administrative Agent or the Required Lenders (which delivery may be made by any electronic method of transmission) to the Borrower and its counsel, the United States Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and continuance of an Event of Default, and stating that the Post-Carve-Out Trigger Notice Cap has been invoked.

  • Trigger Event shall have the meaning specified in Section 14.04(c).

  • Confirmation test means a drug or alcohol test on a sample to substantiate the results of a prior drug or alcohol test on the same sample and which uses different chemical principles and is of equal or greater accuracy than the prior drug or alcohol test;

  • Barrier Event means that R (final) is lower than the Barrier.