Dilutive Event shall have the meaning set out in Section 3.5;
Dilutive Event means, except in the case and to the extent of Common Stock issued upon exercise of Excluded Securities, the issuance by the Company of Common Stock (i) at any time during the Measurement Period (including, without limitation, by virtue of the exercise, conversion or exchange of any Qualifying Securities at any time on or prior to the end of the applicable Measurement Period) or (ii) in connection with the exercise, conversion or exchange of any Qualifying Securities at any time after the Measurement Period.
Dilutive Event shall include any of the following events that results in dilution to the shares of Common Stock acquired or acquirable upon exercise of the Option: any increase or decrease in the shares of Common Stock or any other capital stock of the Corporation or any change or exchange of any such securities for a different number or kind of securities, any of which results from one or more stock splits, reverse stock splits, stock dividends, recapitalizations, reorganizations or other corporate actions with a similar effect. A "Dilutive Event" shall not include, however, among other things: (i) the issuance or exercise of options granted pursuant to the Plan or pursuant to any other stock-based compensation plan adopted by the Corporation's Board of Directors; or (ii) any issuance of capital stock by the Corporation for Fair Market Value or any issuance or grant to any person or entity of any right to subscribe for or to purchase any capital stock or securities convertible into any capital stock of the Corporation for Fair Market Value.
Examples of Dilutive Event in a sentence
In the case of a Dilutive Event Exchange, the relevant Dilutive Event shall have occurred.
The number of shares of Common Stock subject to the Option and the exercise price therefor set forth in Section 1 shall be subject to adjustment for any Dilutive Event.
To secure payment and performance of the Obligations and to secure any Dilutive Event, Pledgor hereby pledges the Securities and hereby grants to Pledgee a valid and perfected first lien on and security interest in the Securities and all other items of the Collateral.
Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event.
Such adjustment shall be made successively whenever any Dilutive Event shall occur.
More Definitions of Dilutive Event
Dilutive Event means, with respect to the Voting Securities of a Group, any event resulting in (i) the increase of the Outstanding Votes of such Group, whether upon the exercise of stock options, conversion of any convertible security, issuance of capital stock or otherwise, or (ii) Dr. Malone’s beneficial ownership of Voting Securities of such Group decreasing, immediately following which, and after taking into account any concurrent or substantially concurrent other event resulting in (a) the effects described in clauses (i) or (ii) above, (b) the effects described in clauses (i) or (ii) of the definition of Accretive Event, or (c) a Fundamental Event, the Malone Voting Power in respect of such Group would be less than the Target Voting Power minus 0.5%.
Dilutive Event shall have the meaning set out in Section 5.6;
Dilutive Event means (i) the issuance and sale by the Corporation of any shares of Common Stock (including the issuance of Common Stock upon exercise or conversion of securities exercisable for or convertible into Common Stock) or (ii) the issuance by the Corporation of any Common Stock or other securities in connection with any stock split, stock dividend or other recapitalization.
Dilutive Event means any event (other than a Permitted Dilutive Event) pursuant to which the aggregate number of Points represented by the outstanding Units increases (whether by reason of the issuance of Units having Points, or the making of a Capital Contribution which results in the Points represented by any previously outstanding Unit being increased), or is deemed to have increased as provided in Section 5.7, if less than Fair Market Value (as determined by the Board) is received by the Company and its Subsidiaries with respect to the such increase in Points; provided, however, that the Board’s good faith determination of the Fair Market Value of any such additional Units having Points or of such incremental Points shall be described in reasonable detail in a written notice (a “FMV Notice”) to holders of Class D Common Units given not less than 30 days prior to the effective date of any such Dilutive Event; provided, further, that if any Outside Class D Majority reasonably asserts that the aggregate Fair Market Value of such additional Units or of the incremental Points in question exceeds $2,000,000 and such Outside Class D Majority provides the Company with written notice, delivered within 15 days of their receiving the applicable FMV Notice, to the effect that they believe the Fair Market Value of such additional Units or incremental Points is greater than that described in the FMV Notice, the Company shall (unless the Company (with the approval or ratification by the Board) and any Outside Class D Majority otherwise agree in writing as to the Fair Market Value of such additional Units or incremental Points, in which case such determination will be binding upon the Company, the holders of Outside Investor Class D Common Units and all other holders of Units) engage an Independent Financial Advisor reasonably acceptable to the Company and any Outside Class D Majority to determine the Fair Market Value of such additional Units or incremental Points and such determination shall be binding upon the Company, the holders of Outside Investor Class D Common Units and all other holders of Units. The fees, costs and expenses of the Independent Financial Advisor shall be borne (i) if the Fair Market Value as determined by the Independent Financial Advisor exceeds the Fair Market Value as determined by the Board, then by the Company and (ii) if the Fair Market Value as determined by the Independent Financial Advisor is equal to or less than the Fair Market Value as determined...
Dilutive Event means any occurrence of a transaction whereby the Company’s securities are sold for cash in a transaction for the primary purpose of raising capital. For purposes of clarity, a transaction in connection with the purchase or sale of asset(s) will not be considered a Dilutive Event.
Dilutive Event means any transaction pursuant to which the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section (C)(3)(e)(ii)) without consideration or for a consideration (as determined in Section (C)(3)(e)(iv)) per share issued less than the Series A Applicable Conversion Price (a "Series A Dilutive Event") or the Series B Applicable Conversion Price (a "Series B Dilutive Event") in effect on the date of and immediately prior to such issuance.
Dilutive Event shall include any of the following events that results in dilution to the Shares acquired hereunder: any increase or decrease in the Shares or any other capital stock of the Corporation or any change or exchange of any such securities for a different number or kind of securities, any of which results from one or more stock splits, reverse stock splits, stock dividends or other corporate actions with a similar effect. A "Dilutive Event" shall not include, however, among other things: (i) the issuance or exercise of options granted pursuant to the Plan or pursuant to any other stock-based compensation plan adopted by the Corporation's Board of Directors; or (ii) any issuance of capital stock by the Corporation or any issuance or grant to any person or entity of any right to subscribe for or to purchase any capital stock or securities convertible into any capital stock of the Corporation for consideration deemed adequate and appropriate by the Board of Directors.