Dilutive Offering Reset definition

Dilutive Offering Reset. To the extent the Counterparty closes any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries 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, 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”), then the Reset Price shall be modified to equal such reduced price as of such date; provided that, without limiting the foregoing, a Dilutive Offering Reset (for the avoidance of doubt) (i) shall include any Equity Line of Credit or other similar financing, (ii) shall not include the grant, issuance or exercise of employee stock options or other equity awards under the Counterparty or Pubco’s equity compensation plans, provided that, in the case of options, the exercise price is at fair market value, (iii) shall not include any securities issued at a price no less than $7.00 per share in connection with and prior to or concurrently with the consummation of the Business Combination, including securities to be issued pursuant to the PIPE Subscription Agreements, (iv) shall not include up to 300,000 Shares to be issued as consideration for professional services in connection with the Business Combination or securities to be issued as contingent consideration under Section 2.2 of the BCA, and (v) shall not include any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty or Pubco if the Shares or other securities issued in the transaction are restricted from transfer pursuant to a market standard lock-up agreement for a period of one year from the date of issuance. Seller: Seller. Buyer: Counterparty.

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Dilutive Offering Reset. To the extent the Counterparty, after the closing of the Business Combination, sells, enters into, or closes any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries, 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”), then the Reset Price shall be modified to equal such reduced price as of such date; provided that, in the event of an offering of units of multiple securities, the reduced price shall equal the lowest of (a) the offering price of a unit, (b) the lowest price for which one share may be acquired pursuant to an exercise of a warrant or (c) the average VWAP of the Shares during the five (5) Trading Days following such Dilutive Offering; provided further that, a Dilutive Offering Reset (for the avoidance of doubt) shall not include (i) the grant, issuance or exercise of employee stock options or other equity awards under the Counterparty’s, Grafiti’s or PubCo’s equity compensation plans, Shares underlying warrants now outstanding or issued in connection with the Business Combination or Shares underlying warrants now outstanding or issued in connection with the Business Combination or (ii) issued pursuant to the terms of the BCA, (iii) any securities issued or assumed in connection with the Business Combination, (iv) any Shares or other securities convertible or exercisable for Shares issued pursuant to any other acquisition, merger or similar transaction by the Counterparty, (v) any Shares sold pursuant to the Subscription Agreement(s), (vi) any Shares issuable pursuant to any convertible offering (or series of convertible offerings) by the Counterparty up to $20,000,000 in the aggregate that is entered into within two (2) months following the consummation of the Business Combination (provided that the conversion price of such Shares in any such convertible offering is not less than $2.50 per share); and (vii...

Examples of Dilutive Offering Reset 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.