Series A Dilutive Issuance definition

Series A Dilutive Issuance means an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series A Preferred Stock in effect on the date of and immediately prior to such issue.
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Series A Dilutive Issuance means an issuance of New Securities for a consideration per share less than the Conversion Price of the Series A Preferred Stock in effect on the date of and immediately prior to such issue.
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Series A Dilutive Issuance means an issuance of Capital Stock in a Financing for a consideration per share less than the Conversion Price of the Series A Preferred in effect on the date of and immediately prior to such issuance.
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Examples of Series A Dilutive Issuance in a sentence

  • Such conversion shall be deemed to have been made immediately prior to the consummation of the Series A Dilutive Issuance, Series B Dilutive Issuance or Series C Dilutive Issuance, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open.

  • Such conversion shall be deemed to have been made immediately prior to the consummation of the Series A Dilutive Issuance or Series B Dilutive Issuance, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open.

  • Upon the conversion of Series A Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series A Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series A1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series A Dilutive Issuance.

  • The term "NON-PARTICIPATING SERIES A SHARES" shall mean such number of shares of Series A Preferred Stock held by such holder by a fraction, the numerator of which is such holder's Basic Amount in such Series A Dilutive Issuance minus the number of New Securities purchased by such holder (and any assignee of such holder pursuant to Section 3.9 of the Rights Agreement) in the Series A Dilutive Issuance, and the denominator of which is such holder's Basic Amount.

  • Such conversion shall be deemed to have been made immediately prior to the consummation of the Series A Dilutive Issuance, Series B Dilutive Issuance, Series C Dilutive Issuance or Series D Dilutive Issuance, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open.

  • Any holder of the particular series of Preferred Stock (in the event of a Series A Dilutive Issuance or Series B Dilutive Issuance, as appropriate) who fails to provide such written notice to the Corporation prior to the expiration of such holder's Purchase Right shall be deemed to be a Non-Participating Investor.

  • Each share of Series A Preferred Stock held by a Non-Participating Investor who does not purchase such holder's full Pro Rata Share of New Securities in a Series A Dilutive Issuance, in accordance with the procedures set forth in Section 3(b)(ii)(C) hereof, shall automatically be converted into a share of Series A-1 Preferred Stock at a conversion rate of one fully paid and nonassessable share of Series A-1 Preferred Stock for each share of Series A Preferred Stock held by such holder.

  • In the event that the Corporation shall propose to undertake a Series A Dilutive Issuance or Series B Dilutive Issuance, it shall give each holder of the particular series of Preferred Stock, as appropriate, a written notice (the "PAY-TO-PLAY NOTICE") of its intention to sell New Securities at least thirty (30) days prior to the anticipated date of first sale of such New Securities (the "NEW SECURITIES CLOSING DATE").

  • The term "Series A Dilutive Issuance" shall mean an -------------------------- issuance of Common Stock Equivalents in a Financing for a minimum consideration per share of the ultimately underlying Common Stock less than the Conversion Price of the Series A-1 Preferred in effect on the date of and immediately prior to such issuance.

  • The "Series A Forced Conversion Rate" shall be equal to the difference between the Conversion Rates in effect for the Series A Preferred Stock and the Series A-1 Preferred Stock immediately prior to the closing of the applicable Series A Dilutive Issuance.


More Definitions of Series A Dilutive Issuance

Series A Dilutive Issuance means an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series A-1 Preferred in effect on the date of and immediately prior to such issue.
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Series A Dilutive Issuance shall have the meaning ascribed to it in Paragraph 1 of Part A of Schedule 5.
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Related to Series A Dilutive Issuance

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

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

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

  • 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.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.