Down Round definition

Down Round means any non-public offering of equity securities of Company after the original date of issuance of this Warrant at a price per share lower than the Stock Purchase Price then in effect. Notwithstanding the foregoing, nothing in this Section 4.4 shall prohibit Company from amending its Charter with the requisite consent of its stockholders and Board of Directors.
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Down Round means any non-public offering of equity securities of the Company after the Issue Date of this Warrant at a price per share lower than the Warrant Price then in effect.
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Down Round means any public or non-public offering of New Securities after the Closing Date at a price per share lower than Three Dollars ($3.00) per share of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization).
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Examples of Down Round in a sentence

  • The per share price payable by the Holder in the Down Round shall be the same per share price payable by the lead investor in the Down Round.

  • Accounting for Certain Financial Instruments with Down Round Features, II.

  • In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.

  • Accounting for Certain Financial Instruments with Down Round Features; II.

  • If the Company fails timely to afford the Holder the opportunity to participate in the Down Round in the foregoing manner, then the Holder shall be entitled to purchase under this Warrant (in addition to the securities previously purchasable upon exercise of this Warrant), the securities the Holder was entitled to purchase under this Section 10(c) at the price specified in this Section 10(c).

  • In this regard, the Company shall provide written notice to the Holder reasonably in advance of a proposed Down Round, which notice shall state, to the extent then known by the Company, the number and type of shares of equity securities proposed to be sold through the Down Round and the per share price, and shall establish a deadline, not less than 20 days after the giving of such notice, by which the Holder must deliver its written election to purchase shares in the Down Round.

  • In the event that a New Issuance is made at a Down Round Price and includes both equity securities and rights to acquire additional securities (whether in the form of warrants, options or other rights) (the “Rights”), then as part of any full ratchet adjustment the Company shall also include, within the Holder’s Down Round Issuances, that number of Rights which Holder would have acquired had it participated in the New Issuance.

  • Through July 2019, if the Company issued shares of its common stock for a lower price per share than the price paid by the February 2019 Investors (a “Down Round”), the Company was required to issue additional shares of common stock (for no additional consideration) resulting in the effective purchase price per share being equal to the purchase price per share paid in the Down Round.

  • By participating in the Offer, however, as to the Warrant that includes the Cashless Exercise Provision and the Down Round Provision, you will relinquish the rights provided to you under the Released Provisions.

  • On May 1, 2019 the Down Round provision of the agreement was triggered and an additional 116,496 shares of common stock were issued to the February 2019 Investors which was accounted for as a$86,207 deemed dividend.


More Definitions of Down Round

Down Round has the meaning set out in Clause 9.1.1
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Related to Down Round

  • Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.

  • Draw Down Amount means the actual amount of proceeds to be paid by the Purchaser in connection with a Draw Down.

  • Pricing Period means the five (5) consecutive Trading Days after the Advance Notice Date.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Draw Down shall have the meaning assigned to such term in Section 6.1(a) hereof.

  • Subscription Settlement Date means the second Valuation Date after the Subscription Trade Date, provided that such Valuation Date is not a Disrupted Day and that such Valuation Date is both a Currency Business Day and a Clearing System Business Day.

  • Minimum Subsequent Subscription means, in relation to the Euro RDR ‘Retail’ Hedged

  • Monthly Settlement Date means the 25th day of each calendar month (or if such day is not a Business Day, the next occurring Business Day).

  • Standard Settlement Period means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

  • Write-Down Amount means, for any Collection Period for any 180-day Receivable or Repossessed Receivable, the excess of (a) the Principal Balance plus accrued and unpaid interest of such Receivable as of the last day of the Collection Period during which such Receivable became a 180-day Receivable or Repossessed Receivable, as the case may be, over (b) the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures for the related Collection Period, which amount may be adjusted to zero by the Servicer in accordance with its normal servicing procedures if such Receivable has ceased to be a 180-day Receivable as provided in the definition of “180-day Receivable.”

  • Final Redemption Settlement Date means the day that falls three Currency Business Days after the Final Redemption Date.

  • Open type traction battery means a type of battery requiring liquid and generating hydrogen gas released to the atmosphere.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Child day center means a child day program offered to (i) two or more children under the age of 13 in a facility that is not the residence of the provider or of any of the children in care or (ii) 13 or more children at any location.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities pursuant to 35 Ill. Adm. Code 724 and 725 are no longer conducted at the facility unless subject to the provisions of 35 Ill. Adm. Code 722.134.

  • CCASS Settlement Day means the term “Settlement Day” as defined in the General Rules of CCASS.

  • Settlement Date means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

  • Mandatory Settlement Date means the earliest of:

  • Optional Redemption Settlement Date means the second Valuation Date after the Optional Redemption Pricing Date, provided that such Valuation Date is not a Disrupted Day and that such Valuation Date is both a Currency Business Day and a Clearing System Business Day.

  • Day-ahead Settlement Interval means the interval used by settlements, which shall be every one clock hour.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Assessment Date means the tax assessment effective date for each tax year in question,i.e. December 31 of the immediately preceding calendar year.

  • Settlement Day means the Business Day which is 2 Business Days after the relevant Dealing Day (or such Business Day as is permitted in relation to such Dealing Day pursuant to the Operating Guidelines) or such other number of Business Days after the relevant Dealing Day as determined by the Manager in consultation with the Trustee from time to time and notified to the relevant Participating Dealers or as otherwise described in the relevant Appendix.

  • Redemption Cut-Off Time means 5.00 p.m. Dublin time on the Business Day immediately preceding the relevant Dealing Day or such point as the Directors may determine in exceptional circumstances;

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.