Dilutive Offering definition

Dilutive Offering. The Counterparty after the date hereof, sells, enters any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition of) any Shares or any securities of the Counterparty or any of its respective subsidiaries (but for the avoidance of doubt, excluding any secondary transfers), which would entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities, including, without limitation, any debt, preferred stock, preference shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities, at an effective price per share less than the then existing Reset Price (a “Dilutive Offering Price”); provided that, without limiting the foregoing, a Dilutive Offering (for the avoidance of doubt) shall, except with respect to the SEPA (as defined below), include any equity line of credit, at the market offering or other similar financing, and a Dilutive Offering shall not arise (i) as a result of the Standby Equity Purchase Agreement by and among Seller, ACAB and Target dated October 30, 2024 (the “SEPA”), (ii) from any grants, issuances or exercises of employee stock options or other equity awards under the Counterparty or Pubco’s equity compensation plans or Shares underlying warrants now outstanding or issued in connection with the Business Combination, (iii) as a result of any Shares or other securities issued in connection with (a) the Business Combination pursuant to the BCA and other transactions disclosed in the Definitive Proxy Statement/Prospectus related to the Business Combination or (b) costs and expenses incurred in connection with the Business Combination and the transactions related thereto, or (iv) from the issuance of any Shares or other securities convertible
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Examples of Dilutive Offering in a sentence

  • For the avoidance of doubt, any adjustment pursuant to a Dilutive Offering Reset shall only result in an increase to the Maximum Number of Shares.

  • In addition, the Reset Price will be reduced upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering or, as otherwise reset as mutually agreed by the parties.

  • If the Company exercises the Redemption Right, the Company shall within five (5) Business Days of the applicable Reset Date or Dilutive Offering Reset Date (as applicable) deliver to the Holder the Redemption Price in cash and a countersigned Warrant for the remaining number of shares of Common Stock as to which such Warrant shall not have been so redeemed.

  • The Reset Price will be subject to reset on a monthly basis (each a “Reset Date”), with the first such Reset Date occurring 90 calendar days after the Closing Date, to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the 30-day VWAP Price of the Shares immediately preceding such Reset Date; provided that the Reset Price will also be reduced upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering, which would eliminate the Reset Price Floor.

  • In no event will the Reset Price, or, if applicable, the Dilutive Offering Reset Price, be lower than the Downside Protection Threshold Price.

  • B = the Test Price or Dilutive Offering Reset Price pursuant to Section 2(a) or Section 2(b), as applicable (provided, however, (B) shall not be lower than $1.50); and C = $1.50 Demand of the Downside Protection shall be irrevocable.

  • The Reset Price will be subject to reset on a monthly basis (each a “Reset Date”), with the first such Reset Date occurring 90 days after the Closing Date, to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the 30-day VWAP Price of the Shares immediately preceding such Reset Date; provided that the Reset Price will also be reduced upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering, which would eliminate the Reset Price Floor.

  • The Holder hereby certifies that, as of ____________ (the Reset Date or Dilutive Offering Reset Date, as applicable), the Test Price or Dilutive Offering Reset Price, as applicable, of the Tranche ___ Warrant Shares calculated pursuant to Section 2(a) or Section 2(b) of the Warrant, as applicable, is below the Downside Protection Threshold Price.

  • The Number of Shares is subject to reduction only as described under “Optional Early Termination.” Maximum Number of Shares: Initially, 5,000,000 Shares; upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) 5,000,000 divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00.

  • The Reset Price will initially be the Initial Price; provided that the Reset Price will be reduced upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.