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 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 (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”), 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 not include any White Lion Equity Line of Credit, (ii) shall not include the grant, issuance or exercise of employee stock options or other equity awards under the Counterparty’s equity compensation plans or Shares underlying warrants now outstanding or issued in connection with the Purchase & Sale, (iii) shall not include Shares issued in connection with the Purchase & Sale pursuant to the Transaction Agreement, or (iv) 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. Seller: Seller. Buyer: Counterparty.
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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.

  • 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 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 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 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.

  • 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.

  • The Number of Shares is subject to reduction only as described under “Optional Early Termination.” Maximum Number of Shares: Initially 340,000 Shares (the “Purchased Amount”); upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00.

  • The Number of Shares is subject to reduction only as described under “Optional Early Termination.” Maximum Number of Shares: Initially 200,000 Shares (the “Purchased Amount”); upon the occurrence of a Dilutive Offering Reset, a number of Shares equal to the quotient of (i) the Purchased Amount divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00.

  • The Initial Price; provided, that the Reset Price will be reduced upon a Dilutive Offering Reset.

  • Collateral Default Amount treated as Available Principal Collections: $127,602.95 11.

Related to Dilutive Offering Reset

  • Issuance Notice means a written notice delivered to the Agent by the Company in accordance with this Agreement in the form attached hereto as Exhibit A that is executed by its Chief Executive Officer, President or Chief Financial Officer.

  • Issuance Notice Date means any Trading Day during the Agency Period that an Issuance Notice is delivered pursuant to Section 3(b)(i).

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.