Dilutive Issuance Clause Samples
A Dilutive Issuance clause defines how a company must handle the issuance of new shares or securities that could reduce the ownership percentage of existing shareholders. Typically, this clause requires the company to offer existing shareholders the opportunity to purchase additional shares to maintain their proportional ownership, or it may trigger adjustments to conversion or option terms. Its core function is to protect current investors from having their ownership diluted by future fundraising or stock grants, thereby preserving their economic and voting interests in the company.
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Dilutive Issuance. If the Company, at any time during the Pricing Period or seven (7) Business Days following the delivery of a Drawdown Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10) Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; or (c) securities issued...
Dilutive Issuance. Notwithstanding Section 6, if at any time the percentage of the Total Voting Power of the Company beneficially owned by the Shareholder decreases as a result of an issuance of Voting Stock by the Company (other than any Excluded Issuance) (a “Dilutive Issuance”), the Shareholder may acquire in the secondary market or otherwise such additional number of shares of Common Stock as when added to the Voting Stock already beneficially owned by the Shareholder would enable it to maintain the Total Voting Power of the Company that the Shareholder beneficially owned prior to such Dilutive Issuance, provided, that, after giving effect to any such acquisition, the Shareholder would not be the Beneficial Owner of in excess of twenty-five percent (25%) of the aggregate ordinary voting power of all shares of Voting Stock of the Company (such additional shares acquired, the “Additional Shares”).
Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note e...
Dilutive Issuance. If the Company, at any time while this Warrant is outstanding, shall: (a) offer, sell, or grant any option to any Person to purchase its Common Stock; (b) offer, sell or grant to any Person any right to reprice its Common Stock; or (c) otherwise dispose of or issue any Common Stock to any Person, other than the issuance of options and shares of Common stock at any time pursuant to any of the Company’s existing equity compensation plans; and in any case set forth in clauses (a), (b) and (c) at a price per share or effective per share of Common Stock less than the Exercise Price (such issuances collectively a “Dilutive Issuance”), as adjusted hereunder, then the Exercise Price shall be adjusted to equal the quotient obtained by dividing the aggregate consideration received or to be received by the Company with respect to the Dilutive Issuance by the number of shares of Common Stock subject to the Dilutive Issuance. If any adjustment to the Exercise Price is to be made pursuant to this paragraph, the Company shall give prompt notice thereof to the holder together with the adjustment calculation.
Dilutive Issuance. Except as otherwise provided in Paragraphs A, B and F of this Article X, if and whenever the Corporation issues or sells, or in accordance with Article X.E.(ii) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Conversion Price on the Measurement Date for such shares of Common Stock (a “Dilutive Issuance"), then effective immediately upon the such Dilutive Issuance, the Conversion Price will be adjusted to equal the per share price at which such shares were issued, sold or deemed to have been issued or sold in such Dilutive Issuance, provided that such adjustment may be reversed as set forth below.
Dilutive Issuance. If the Company, at any time while this Warrant is outstanding, shall: (a) offer, sell, or grant any option to any Person to purchase its Common Stock or Common Stock Equivalents; (b) offer, sell or grant to any Person any right to reprice its Common Stock Equivalents; or (c) otherwise dispose of or issue any Common Stock or Common Stock Equivalents to any Person, other than the issuance of options and shares of Common stock at any time pursuant to any of the Company’s existing equity compensation plans or pursuant to any of the Company’s existing Common Stock Equivalents (each an “Exempt Issuance”); and in any case set forth in clauses (a), (b) and (c) at a price per share or effective per share of Common Stock less than the Exercise Price (such issuances collectively a “Dilutive Issuance”), as adjusted hereunder, then the Exercise Price shall be adjusted to equal the product obtained by multiplying the then effective Exercise Price by a fraction, the numerator of which is the sum of (x) the Fully Diluted Shares immediately prior to a Dilutive Issuance and (y) the quotient obtained by dividing the aggregate consideration received or to be received by the Company with respect to the Dilutive Issuance by the then effective Exercise Price and the denominator of which is the sum of the Fully Diluted Shares and the number of shares of Common Stock subject to the Dilutive Issuance. If any adjustment to the Exercise Price is to be made pursuant to this paragraph, the Company shall give prompt notice thereof to the holder together with the adjustment calculation.
Dilutive Issuance. If Purchaser issues Purchaser Shares in a Dilutive Issuance, then the Earn-Out Number in effect immediately prior to the Ex-Date for such issuance will be multiplied by the following fraction: (OS0 + X) / (OS0 + Y), where OS0 = the number of Purchaser Shares outstanding immediately prior to the Ex-Date for such Dilutive Issuance. X = the total number of Purchaser Shares issued in the Dilutive Issuance. Y = the number of Purchaser Shares equal to the aggregate price payable for the Purchaser Shares issued divided by the Current Market Price. In determining the aggregate offering price payable for such Purchaser Shares, there shall be taken into account any consideration received by Purchaser for such Purchaser Shares and the value of such consideration (if other than cash, to be determined in good faith by the Purchaser board of directors). If an adjustment to the Earn-Out Number is required under this clause (v), delivery of any additional Purchaser Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (v) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (v).
Dilutive Issuance. If and whenever on or after the Closing Date, but prior to the Expiration Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) to any third party other than the Purchaser or an Affiliate thereof, any shares of Common Stock or Common Stock Equivalents (including the granting, issuance or sale of shares of Common Stock or Common Stock Equivalents owned or held by or for the account of the Company), but excluding any Excluded Securities, for consideration per share (the “New Issuance Price”) less than the Effective Per Share Price (as defined below) in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (the foregoing a “Dilutive Issuance”), then, within two (2) Business Days after the consummation of such Dilutive Issuance, the Issuer shall issue True-Up Shares (as defined below) to the Purchaser in accordance with Section 4.5(b). Notwithstanding anything to the contrary herein, in no event shall the Company issue to the Purchaser any True-Up Shares which, when issued, would otherwise cause the Aggregate Share Issuance to exceed the Maximum Percentage. As used herein, “Effective Per Share Price” means, initially, the Per Share Purchase Price, and thereafter, the New Issuance Price for the most recent Dilutive Issuance prior to the Expiration Date, if any, for which True-Up Shares have been issued to the Purchaser in accordance with this Section 4.5.
Dilutive Issuance. In the event that the Corporation at any time or from time to time after the Original Issue Date and prior to the earlier of (i) the consummation of an initial public offering of the Corporation's Common Stock and (ii) November 23, 2000, shall issue or sell shares of Common Stock (other than Excluded Shares) at a consideration per share less than the Target Price in effect immediately prior to the time of such issuance or sale (a "Dilutive Issuance") then, the provisions of this paragraph (b) shall apply. Within fifteen days after such Dilutive Issuance, the Corporation will issue and deliver to Bure for a purchase price of $.01 per share] a stock certificate representing additional shares of Common Stock ("Additional Shares"). The number of such Additional Shares shall be determined by (i) multiplying the Target Price in effect immediately prior to such Dilutive Issuance by the Aggregate Shares held by Bure prior to such Dilutive Issuance; (ii) dividing the product thereof by the Target Price in effect immediately following such Dilutive Issuance, as calculated in accordance with the following sentence; and (iii) subtracting therefrom the Aggregate Shares held by Bure prior to such Dilutive Issuance. Upon any Dilutive Issuance the Target Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying (i) the Target Price in effect immediately prior to such Dilutive Issuance by (ii) the quotient obtained by dividing (x) the sum of (A) the total number of shares of Common Stock outstanding, immediately prior to such Dilutive Issuance, multiplied by the then-effective Target Price, plus (B) the aggregate amount of all consideration, if any, received by the Corporation upon such Dilutive Issuance, by (y) the total number of shares of Common Stock outstanding immediately after such Dilutive Issuance.
Dilutive Issuance. If, at any time during the term of this Warrant, the Company issues or is deemed to issue any equity securities at a price that is less than the Unit Price then in effect, then the Exercise Price of this Warrant shall be readjusted on the date of such issuance of such other equity securities to equal the issuance price of such other equity securities.