Dilution Events Clause Samples
A Dilution Events clause defines how a party’s ownership percentage or economic interest in a company may be reduced due to the issuance of additional shares or similar equity instruments. Typically, this clause outlines the circumstances under which new shares can be issued, such as new financing rounds, employee stock options, or convertible securities, and may specify protections like anti-dilution adjustments for existing shareholders. Its core function is to address and manage the risk of ownership dilution, ensuring transparency and fairness for current investors when the company’s capital structure changes.
Dilution Events. Notwithstanding anything to the contrary set forth herein, in case TRIP’s Shareholders or the Original Shareholders do not follow, in whole or in part, any capital increase transaction of AZUL Holding between the Date of Merger and the Completion of the IPO or the Deadline, whichever occurs first, the number of Class B preferred shares of AZUL Holding that TRIP’s Shareholders shall potentially receive from the Class B Preferred Shareholders, pursuant to Sections 6.1 and 6.2 above, shall be redefined in accordance with the effective variation of the equity participation of TRIP’s Shareholders or the Original Shareholders, as the case may be, keeping the adjustment mechanics in the Initial Exchange Ratio set forth in Sections 6.1 and 6.2 hereof, subject to any additional variation in the equity participation of TRIP’s Shareholders as a result of the provisions of Section 8 below. SECTION VII
Dilution Events. Notwithstanding anything to the contrary set forth herein, in case TRIP’s Shareholders, the Original Shareholders and the new shareholders admitted as a result of the Private Placement do not follow, in whole or in part, any capital increase transaction of AZUL Holding between the date of issuance of the TRIP’s Shareholders’ Subscription Warrant - Shareholding Adjustment and the Date of Adjustment - Shareholding, the number of AZUL Holding’s Class A Preferred Shares - Post-Private Placement (or any other preferred shares issued by AZUL Holding whose respective class, at the time of the exercise of the subscription warrant, presents the same rights and privileges currently attributed to AZUL Holding’s Class A Preferred Shares - Post-Private Placement), as set forth in Sections 6.1 and 6.2, that TRIP’s Shareholders will subscribe for and pay in shall be redefined in accordance with the actual variation in the equity interest of TRIP’s Shareholders, the Original Shareholders and/or the new shareholders admitted as a result of the Private Placement, as the case may be, keeping the adjustment mechanics set forth in Section 6.1 hereof, and further subject to any additional variation in the equity interest of TRIP’s Shareholders as a result of the provisions of Section VIII.”
1.10. Section 8.1.1 of the Investment Agreement is hereby amended and shall be in effect with the following new wording: