Common use of Acknowledgement of Dilution Clause in Contracts

Acknowledgement of Dilution. The Company acknowledges that the issuance of the Underlying Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies Inc)

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Acknowledgement of Dilution. The Company acknowledges that the issuance of the Underlying Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditionsas disclosed in Schedule 3.1(g). The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Underlying Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cleveland Biolabs Inc)

Acknowledgement of Dilution. The Company acknowledges that the issuance of the Underlying Shares Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mexoro Minerals LTD)

Acknowledgement of Dilution. The Company acknowledges that the issuance of the Underlying Warrant Shares may result in dilution of the outstanding shares of Class A Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Underlying Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

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Acknowledgement of Dilution. The Company acknowledges that the issuance of the Underlying Shares New Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including including, without limitation limitation, its obligation to issue the Underlying Conversion Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Appears in 1 contract

Samples: Exchange Agreement (Charge Enterprises, Inc.)

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