Discounted Issuance definition

Discounted Issuance has the meaning set forth in Section 14(E).
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Discounted Issuance has the meaning set forth in Section 12(D). “Effective Price” means:
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Discounted Issuance shall have the meaning specified in Section 14.03(c).
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Examples of Discounted Issuance in a sentence

  • The payee must be the person to whom proceeds are payable under this Policy.

  • The remaining two scenarios we have chosen follow two extremes of the second differentiating factor — one goes for power efficiency in an embedded, distributed scenario with state-of-the-art precision, making it a good fit for the ARM hybrid, while the other goes for a demonstration of speed, playing toward the strengths of the analogue neuromorphic hardware.

  • By way of example, and for the avoidance of doubt, if Purchaser completes a Discounted Issuance which results in adjustment pursuant to this Section 7.8(b)(ii) of $1,000,000 of equity securities at a $500,000,000 valuation, and Purchaser has 200,000,000 shares of Purchaser Common Stock outstanding on the date of the Discounted Issuance, Seller would be diluted by .2%.

  • In addition, no adjustment shall be made pursuant to this Section 7.9(b)(ii) with respect to any option, warrant or convertible securities unless and until such security is exercised for or converted into Common Shares, and then such adjustment shall be made as if such adjustment occurred on the date of the Discounted Issuance.

  • By way of example, and for the avoidance of doubt, if the Purchaser Financing in the amount of $15,000,000 is consummated at an implied valuation of $1,500,000,000, the Discounted Issuance amount is $2,000,000,000 on the date of the Discounted Issuance and Purchaser has 300,000,000 Common Shares outstanding on the date of the Discounted Issuance, the Converting Holders would be diluted by 1%.

  • In addition, no adjustment shall be made pursuant to this Section 7.8(b)(ii) with respect to any option, warrant or convertible securities unless and until such security is exercised for or converted into shares of Purchaser Common Stock, and then such adjustment shall be made as if such adjustment occurred on the date of the Discounted Issuance.

  • In addition, no adjustment shall be made pursuant to this Section 7.12(a) with respect to any option, warrant or convertible securities unless and until such ​ security is exercised for or converted into Purchaser Shares, and then such adjustment shall be made as if such adjustment occurred on the date of the Discounted Issuance.

  • By way of example, and for the avoidance of doubt, if Parent completes a Discounted Issuance of $1,000,000 of equity securities at a $500,000,000 valuation, and Parent has 200,000,000 Common Shares outstanding on the date of the Discounted Issuance, Seller would be diluted by .2%.

  • In the event that the Company issues any additional Commitment Fee Shares in connection with a Discounted Issuance pursuant to Section 4(o) of the Purchase Agreement, the number of such additional Commitment Fee Shares issued shall be deducted from the Reserve Amount.


More Definitions of Discounted Issuance

Discounted Issuance shall have the meaning set forth in Section 4.1(d).
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Discounted Issuance means (i) for the period from the date of this Agreement until the earlier of the consummation or termination of the Universal Merger or July 31, 2022, an equity valuation of less than $2,000,000,000; (ii) for the period from August 1, 2022 to August 31, 2022, an equity valuation of less than $1,500,000,000; and (iii) from September 1, 2022 to September 31, 2022, an equity valuation of less than $1,000,000,000.
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Discounted Issuance means an issuance of (i) shares of Parent Common Stock at an equity valuation for Parent at greater than twenty percent (20%) below $1,000,000,000 or (ii) convertible notes which convert into Parent Common Stock based on a total equity valuation less favorable to the Parent than the terms provided for in the Yorkville Commitment Letter.
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Discounted Issuance means an issuance of (i) shares of Purchaser Common Stock at an equity valuation for Purchaser at greater than twenty percent (20%) below $1,000,000,000 or (ii) convertible notes which convert into Purchaser Common Stock based on a total equity valuation less favorable to the Purchaser than the terms provided for in the Yorkville Commitment Letter.
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Discounted Issuance shall have the meaning set forth in Section 4.1(d). Exchange Act— means the Securities Exchange Act of 1934, as amended.
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Related to Discounted Issuance

  • Permitted Issuance means the issuance by the Company of (i) shares of Common Stock (A) offered to the public pursuant to a public offering, (B) upon conversion of any of the convertible securities issued by the Company and outstanding as of the Issuance Date, (C) in connection with any dividend or distribution to the holders of Common Stock, (D) upon exercise of any Options outstanding prior to the Issuance Date or thereafter issued pursuant to any stock option or warrants or pursuant to employee stock option or executive incentive ownership plans approved by a majority of the Board of Directors of the Company, or (E) issued in connection with any stock splits, reclassifications, recapitalizations or similar events, or (ii) any Options issued pursuant to any of the plans referred to in clause (i)(D) above.

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

  • Discounted Term Loan Prepayment has the meaning assigned to such term in Section 2.11(a)(ii)(A).

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Excepted Issuances means, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.

  • Discounted Value means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

  • Issuance Period shall have the meaning specified in paragraph 2B(2).

  • Discounted Voluntary Prepayment Notice has the meaning specified in Section 2.05(d)(v).

  • Discounted Prepayment Effective Date means in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five (5) Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.

  • Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.

  • Permitted Issuances means issuances of shares of Common Stock and upon exercise of the warrants and options and other convertible securities, in each case listed on Schedule 1.

  • Discounted Market Price of Shares means, if the Shares are listed only on the TSX Venture Exchange, the Market Price less the maximum discount permitted under the TSX Policy applicable to Options.

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).

  • Discounted Voluntary Prepayment has the meaning specified in Section 2.05(d)(i).

  • Discounted Prepayment Option Notice has the meaning specified in Section 2.05(d)(ii).

  • Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

  • Issuance Price means the Sales Price less the Selling Commission.

  • Discounted Prepayment Determination Date has the meaning set forth in Section 2.05(a)(v)(D)(3).

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

  • Net Proceeds Offer Payment Date has the meaning provided in Section 4.16.

  • Pro Rata Repurchases means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Hold-the-Offering-Price Maturities means those Maturities of the Notes listed in Schedule A hereto as the “Hold-the-Price Maturities.”