Common use of Dilutive Effect Clause in Contracts

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 15 contracts

Samples: Common Stock Purchase Agreement (PishPosh, Inc.), Company Common Stock Purchase Agreement (MSP Recovery, Inc.), Common Stock Purchase Agreement (Inflection Point Acquisition Corp.)

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Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 12 contracts

Samples: Common Stock Purchase Agreement (GCT Semiconductor Holding, Inc.), Common Stock Purchase Agreement (MultiSensor AI Holdings, Inc.), Common Stock Purchase Agreement (Spectral AI, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to the terms of a Fixed Purchase, VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a or Additional VWAP Purchase in accordance with this AgreementAgreement is, absolute and in each case, unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Annovis Bio, Inc.), Common Stock Purchase Agreement (Cero Therapeutics Holdings, Inc.), Common Stock Purchase Agreement (Phoenix Biotech Acquisition Corp.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased issue the Shares pursuant to each VWAP Purchase Notice delivered by the Company to the Investor pursuant to a VWAP Purchase this Agreement is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreementeach case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Alpha Healthcare Acquisition Corp Iii), Common Stock Purchase Agreement (LMF Acquisition Opportunities Inc), Common Stock Purchase Agreement (Myomo, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Interactive Strength, Inc.), Common Stock Purchase Agreement (Cinedigm Corp.), Common Stock Purchase Agreement (Biohitech Global, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase Purchase, in accordance with each case, is (subject to the terms and conditions in this Agreement, ) absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Nikola Corp), Common Stock Purchase Agreement (Nikola Corp)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockShares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 2 contracts

Samples: Share Purchase Agreement (Vertical Aerospace Ltd.), Share Purchase Agreement (Vertical Aerospace Ltd.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockShares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the CompanyCompany but is subject to the prior payment of the subscription price of such Shares by the Investor pursuant to Section 3.2.

Appears in 2 contracts

Samples: Share Purchase Agreement (Moolec Science SA), Share Purchase Agreement (Moolec Science SA)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase Purchase, in accordance with each case, is (subject to the terms and conditions in this Agreement, ) absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Edoc Acquisition Corp.), Common Stock Purchase Agreement (Edoc Acquisition Corp.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. Section 5.38.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wejo Group LTD)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to the terms of a Fixed Purchase, VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a or Additional VWAP Purchase in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Greenidge Generation Holdings Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockOrdinary Shares. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and an Additional VWAP Purchase Notice, as applicable, in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Pivotal Holdings Corp)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Initial Commitment Shares and the Additional Commitment Shares (if applicable) and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Beam Global)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased issue the Shares pursuant to each Fixed Purchase Notice, each VWAP Purchase Notice and each Additional VWAP Purchase Notice delivered by the Company to the Investor pursuant to a VWAP Purchase this Agreement is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreementeach case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Evofem Biosciences, Inc.)

Dilutive Effect. The Except as set forth in the Commission Documents, the Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Knightscope, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common Stockoutstanding Ordinary Shares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.. ​

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)

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Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Class A Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Inspire Veterinary Partners, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Initial Commitment Shares and Additional Commitment Shares at such times and otherwise in accordance with Section 2.6(a) and Section 2.6(b), respectively, of this Agreement and to be purchased issue the Shares pursuant to each VWAP Purchase Notice and pursuant to each Alternative VWAP Purchase Notice delivered by the Company to the Investor pursuant to a VWAP Purchase this Agreement is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreementeach case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Arcimoto Inc)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockClass A Ordinary Shares. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase Purchase, in accordance with each case, is (subject to the terms and conditions in this Agreement, ) absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Lilium N.V.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a Notice, pursuant to the terms of an Additional VWAP Purchase and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wavedancer, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, Agreement is absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Expion360 Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor terms of a VWAP Purchase Notice for a and pursuant to the terms of an Intraday VWAP Purchase Notice (as applicable) in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Mobix Labs, Inc)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockShares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.. ​

Appears in 1 contract

Samples: Share Purchase Agreement (Vertical Aerospace Ltd.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares and to be purchased by issue the Investor Shares pursuant to the terms of a Fixed Purchase, VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a or Additional VWAP Purchase in accordance with this AgreementAgreement is, in each case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Registrable Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Chef Purchase Agreement (Senti Biosciences, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares Securities could cause dilution to existing stockholders and could significantly increase the outstanding number of outstanding shares of Common Stock. The Company further acknowledges that its obligation to issue the Commitment Shares, to issue the Initial Purchase Shares pursuant to be purchased the Initial Purchase and to issue the Shares pursuant to each VWAP Purchase Notice delivered by the Company to the Investor pursuant to a VWAP Purchase this Agreement is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreementeach case, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Professional Diversity Network, Inc.)

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders shareholders and could significantly increase the outstanding number of shares of Common StockOrdinary Shares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (TH International LTD)

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