Full Ratchet Sample Clauses
A Full Ratchet clause is an anti-dilution protection mechanism commonly used in investment agreements to protect investors from value dilution. If the company issues new shares at a price lower than what the investor originally paid, the Full Ratchet provision adjusts the investor’s conversion price to match the new, lower price, regardless of the number of shares issued. For example, if an investor bought shares at $2 each and the company later issues shares at $1, the investor’s shares are repriced as if they had paid $1 per share. This clause ensures that early investors maintain their percentage ownership and investment value, effectively shifting the dilution risk to the company’s founders and other shareholders.
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Full Ratchet. Upon the occurrence of an event which causes a reduction of the Conversion Price (as defined in the Certificate of Designation) of the Series D Convertible Preferred Stock pursuant to Section 5(d)(vii) of the Certificate of Designation (or would cause such a reduction if the Series D Convertible Preferred Stock were then outstanding),
(i) the Exercise Price of this Warrant shall be reduced to one and one-half times the revised Conversion Price; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall equal the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such reduction of the Exercise Price times a fraction (x) the numerator of which is the Exercise Price immediately prior to such reduction, and (y) the denominator of which is the reduced Exercise Price (as set forth in clause (i) immediately above).
Full Ratchet. Until the consummation of an IPO, in the event the Company shall at any time after the Closing Date and prior to the second anniversary of the Closing Date issue any New Securities (as such term is defined in Section 10(e) of the Company’s Articles, without consideration or for a consideration per share less than the Company Conversion Price, then the Company Conversion Price shall be reduced, concurrently with such issue, to the consideration per share received by the Company for such issue or deemed issue of the additional Company Shares; provided that if such issuance or deemed issuance was without consideration, then the Company shall be deemed to have received an amount equal to the par value of the Company Shares.
Full Ratchet. If any Additional Shares of Common Stock are issued (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii) below and excluding shares issued as stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below) for consideration per share lower than the Exercise Price in effect on the date of and immediately prior to such issue during the first 18 months after the Initial Exercise Date of the Warrant Shares, the Exercise Price for such Warrant Shares shall be lowered to equal such consideration per share (for purposes of this clause, any Additional Shares of Common Stock issued for no consideration shall be deemed to be issued for a consideration per share of $0.001, subject to adjustments for Common Stock splits, dividends and combinations).
Full Ratchet. If, after the date hereof, the Company issues “Additional Shares of Common” as defined below, at a price less than $0.43 per share: (i) the Exercise Price of this Warrant shall be reduced to1.5 times the issue price of such Additional Shares of Common; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall equal the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such reduction of the Exercise Price times a fraction (x) the numerator of which is the Exercise Price immediately prior to such reduction, and (y) the denominator of which is the reduced Exercise Price (as set forth in clause (i) immediately above). No adjustment in the Exercise Price shall be made if such adjustment would result in an Exercise Price below the higher of (A) the book value per share of Common Stock, and (B) the closing consolidated bid price per share of Common Stock, on the date hereof, or which would result in this Warrant being exercisable for shares representing more than 19.9% of the Company’s outstanding Common Stock, each as calculated in accordance with Nasdaq Listing Rules, unless the provisions of this Section 4(c) are first approved by the Company’s stockholders in accordance with Nasdaq Listing Rules. The Company agrees to include a proposal for such approval in the proxy statement sent to stockholders in connection with the Company’s next meeting of stockholders unless such inclusion is waived by Holder. No adjustment in the Exercise Price shall be made in respect of the issuance of Additional Shares of Common unless the consideration actually received per share for an Additional Share of Common issued or deemed to be issued by the Company is less than the Exercise Price in effect on the date of, and immediately prior to, such issuance. “Additional Shares of Common” shall mean all shares of Common Stock issued or deemed to be issued by the Company after the date hereof, other than issuances or deemed issuances of:
Full Ratchet. TECHLOTT shall be entitled to a full-ratchet anti-dilution protection with respect to its 35% shareholding until the Company raises at least USD 10 million in aggregate equity capital.
Full Ratchet. The conversion price will be reduced to the price at which such additional shares are sold.