Anti-Dilution Mechanism Sample Clauses

Anti-Dilution Mechanism. Subject to Applicable Law, if, at any time upon completion of subscription by the Investors to the Investor Securities, the Company proposes to issue any New Securities of the Company, other than pursuant to the New ESOP Plan, to any Person(s) (other than to the Sponsors), at a valuation of the Company (“New Investment Valuation”) which is less than the valuation on the basis of which each Investor had subscribed to their respective Investor Securities (“Existing Investor Valuation”), and which has an effect of diluting the equity interests of any Investor, each such Investor will be entitled to an anti-dilution protection in order to ensure that the investment by such Investor is reckoned at a revised valuation determined based on a broad based weighted average mechanism between the Existing Investor Valuation (for such Investor) and the New Investment Valuation. Accordingly, in such event, such Investor shall be entitled to additional Equity Shares/Share Equivalents from the Company at the lowest price permissible under Applicable Law per Equity Share/Share Equivalent. In order to facilitate the anti-dilution protection provided to the Investor(s) pursuant to this Section 4.11, the Company shall be required to issue a requisite amount of Equity Shares and/or Share Equivalents to such Investor(s) (“Investor Additional Shares”) provided however that if the issuance of the Investor Additional Shares to such Investor(s) is not permitted under Applicable Law, then the Company shall take any and all steps and actions to compensate such Investor(s) so as to achieve the same result (other than cash) for such Investor(s) had they been issued the Investor Additional Shares. It is clarified as follows:
Sample 1
AutoNDA by SimpleDocs
Anti-Dilution Mechanism. In the event that at any time after the Closing (including an IPO), the Company issues any New Securities without consideration or for a consideration per share received by the Company (net of any selling concessions, discounts or commissions) that is less than the Original Purchase Price, then and in such event, the Original Purchase Price shall be adjusted on a broad-based weighted average basis, concurrently with such issue, to a price (the “Adjusted Purchase Price”) determined as set forth below: AP = OP * (OS + (NP/OP))/(OS + NS) WHERE: AP = Adjusted Purchase Price OP = Original Purchase Price OS = the number of outstanding Ordinary Shares immediately before the New Securities are issued or sold, treating for this purpose as outstanding all Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding Ordinary Share Equivalents immediately before the New Securities are issued or sold NP = the total consideration received for the issuance or sale of New Securities NS = the number of New Securities issued or sold Upon the occurrence of the adjustment of the Original Purchase Price pursuant to Clause 5.3, the Company shall issue additional number of Ordinary Shares to each of the Investors that such Investor should receive upon such adjustment, with a share certificate reflecting such issue of such additional Ordinary Shares in the name of the relevant Investor.
Sample 1

Related to Anti-Dilution Mechanism

  • Validation Mechanism To be eligible for articulation, the student must show evidence of their CompTIA A+ certification and it must have been issued within three (3) years prior to their enrollment in the program.

  • Dispute Resolution Mechanisms Registry Operator will comply with the following dispute resolution mechanisms as they may be revised from time to time:

  • Dispute Resolution Mechanism a. Any dispute regarding the administration of the Institute at the Company or plant level shall be subject to expedited resolution by the Chairs of the Union and Company Negotiating Committees and the Executive Director of ICD who shall apply the policies, rules and regulations of the Governing Board and the provisions of this Section in ruling on any such dispute. Rulings of the Executive Director may be appealed to the Governing Board, but shall become and remain effective unless stayed or reversed by the Governing Board.

  • Rights Protection Mechanisms Registry Operator shall implement and adhere to the rights protection mechanisms (“RPMs”) specified in this Specification. In addition to such RPMs, Registry Operator may develop and implement additional RPMs that discourage or prevent registration of domain names that violate or abuse another party’s legal rights. Registry Operator will include all RPMs required by this Specification 7 and any additional RPMs developed and implemented by Registry Operator in the registry-­‐registrar agreement entered into by ICANN-­‐accredited registrars authorized to register names in the TLD. Registry Operator shall implement in accordance with requirements set forth therein each of the mandatory RPMs set forth in the Trademark Clearinghouse as of the date hereof, as posted at xxxx://xxx.xxxxx.xxx/en/resources/registries/tmch-­‐requirements (the “Trademark Clearinghouse Requirements”), which may be revised in immaterial respects by ICANN from time to time. Registry Operator shall not mandate that any owner of applicable intellectual property rights use any other trademark information aggregation, notification, or validation service in addition to or instead of the ICANN-­‐

  • Alternative Transfer Mechanism The parties agree that the data export solution identified in Section 8.2 shall not apply if and to the extent that MailChimp adopts an alternative data export solution for the lawful transfer of Personal Data (as recognized under EU Data Protection Laws) outside of the EEA (“Alternative Transfer Mechanism”), in which event, the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism extends to the territories to which Personal Data is transferred). Part B: GDPR Obligations from 25 May 2018

  • Rights Protection Mechanisms and Abuse Mitigation ­‐ Registry Operator commits to implementing and performing the following protections for the TLD:

  • Payment Mechanism All payments under this Agreement shall be made in United States Dollars, unless otherwise agreed, and within ten (10) days after the end of the month in which the obligation to make the payment is incurred to a bank specified by the Party to whom the payment is due.

  • Mechanism a) The Secretary for Education shall, within one month of ratification of any collective agreement (or relevant variation thereof) applicable to other teachers in the state and integrated school sector, notify the NZEI Te Riu Roa National Secretary of any changes to the base salary scale and offer such changes to teachers covered by the PTCA.

  • Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees

  • Alternate Traffic Routing If CLEC has a LIS arrangement which provides two (2) paths to a CenturyLink End Office Switch (one (1) route via a Tandem Switch and one (1) direct route), CLEC may elect to utilize alternate traffic routing. CLEC traffic will be offered first to the direct trunk group (also referred to as the "primary high" route) and then overflow to the Tandem Switch group (also referred to as the "alternate final" route) for completion to CenturyLink End Office Switches.

Time is Money Join Law Insider Premium to draft better contracts faster.