Anti-Dilution Protection definition

Anti-Dilution Protection. The New Notes shall have customary anti-dilution provisions with respect to stock splits, combinations, issuance of shares or convertible instruments below the greater of market price (or, if the New Common Stock is not actively traded, fair market value) and the Conversion Price on a standard weighted average basis and other standard anti-dilution provisions, as well as a provision that protects the New Notes from dilution by issuance of the PIK Notes. Notwithstanding the foregoing, anti-dilution provisions of the New Notes shall not apply to the issuance of options and other stock incentives under a management incentive plan approved by Accuride’s post-emergence Board of Directors.
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Anti-Dilution Protection. The conversion rate of the Preferred Stock shall be subject to adjustment, according to a broad-based weighted-average anti-dilution formula, in the event Parent issues securities at, or exercisable or convertible into Common Stock at, a price which is less than the Conversion Price, other than the following exclusions: (a) grants of employee stock options at not less than fair market value, pursuant to plans approved by the Board of Directors of Parent (“Board”), (b) Common Stock issued upon conversion of the Preferred Stock, and (c) Common Stock or options to acquire Common Stock issued as part of an arm’s length business licensing deal or strategic alliance approved by the Board at a price determined by the Board to equal or exceed fair market value. Proportional adjustments shall be made for stock splits, stock dividends and the like.
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Anti-Dilution Protection shall include without limitation (a) pre-emptive rights to purchase or acquire additional shares of Purchaser Common Stock and (b) price protection in the event of the issuance of additional shares of Purchaser Common Stock below a given price level.
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Examples of Anti-Dilution Protection in a sentence

  • If the Dilution Trigger is reached or exceeded during a specific round of funding, Anti-Dilution Protection will extend to the total amount of funding raised through the closing of that specific round of funding.

  • Notwithstanding anything to the contrary in this Agreement, the Sub-Administrator shall be liable to a Fund for all losses, damages and reasonable costs and expenses suffered or incurred by such Fund resulting from the bad faith, negligence, fraud, reckless disregard in the performance of its duties and obligations under this Agreement, uncured material breach of this Agreement or willful misconduct of the Sub-Administrator (the “Standard of Care”).

  • The Anti-Dilution Protection under this Section 7.3 will continue until an amount of $[***], when aggregated with prior closings, has been raised by Graphite in a bona fide round of financing through the sale of securities or by conversion of instruments convertible into equity (“Dilution Trigger”).

  • The “Conversion Price” for a series of Preference Shares shall initially be equal to the original issue price for such series of Preference Shares and, subject to applicable Law, shall be continuously adjusted in accordance with Clause 3.3.8 and SCHEDULE 3 (Anti-Dilution Protection), and other applicable provisions of the Transaction Documents.

  • Due to the LPS Warrants, LPS and the Solstad Family Entities may increase their shareholdings with an additional 5,038,187 Shares, which, if fully exercised, will give a total of 8,120,842 Shares and constitute up to between 10-11% of the Shares, depending on the degree of conversion of the Warrants and the Anti-Dilution Protection Loan, assuming no other share capital increases are carried out.

  • However, the Shares to be issued in the Private Placement 2 and upon conversion of the Anti-Dilution Protection Loan (see Section 5.7) are subject to a lock-up period of three years, or as regards each of Aker and Hemen, until the earlier date that Aker or Hemen respectively is no longer offered a Board position.

  • The Anti-Dilution Protection under this Section 7.3 will continue until an amount of $[***], when aggregated with prior closings, has been raised by Syncopation in a bona fide round of financing through the sale of securities or by conversion of instruments convertible into equity (“Dilution Trigger”).

  • M den Heijer, ‘Remedies in the Dublin Regulation: Ghezelbash and Karim’ (2017) Common Market Law Review 859, 866.

  • Furthermore, Aker, Hemen and Jarsteinen will be offered to grant the Company an unsecured and fully subordinated zero-interest convertible loan in the amount of between NOK 1,862,618 and NOK 2,810,464, subject to the Board's final decision based on the level of subscription in the Private Placements (the "Anti-Dilution Protection Loan").

  • Notwithstanding anything to the contrary herein, the Preferred E-1 Shares (as defined in the Articles) representing the Warrant Shares will be entitled to the Anti-Dilution Protection as set forth under Article 8.4.5 of the Articles, whether or not outstanding, and, accordingly, upon exercise of this Amended and Restated Warrant, the Warrant Shares issued to the Holder will have the same then-effective conversion price as all other Preferred E-1 Shares, whether or not outstanding.


More Definitions of Anti-Dilution Protection

Anti-Dilution Protection. Customary anti-dilution protection for the Warrants for stock splits, consolidations, rights offerings, dividends, reorganizations and other events affecting the number of shares of New Common Stock issuable upon exercise of the Warrants.
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Anti-Dilution Protection. The notes will have customary anti-dilution provisions including in connection with a subdivision or combination of outstanding CEC common stock, reclassification, recapitalization, stock split, issuance of rights or warrants, spin-off transactions, tender offers, distributions or stock or cash dividend.
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Anti-Dilution Protection. The conversion price of the Series B Preferred Stock will be subject to proportional adjustment for stock splits, stock dividends, recapitalizations, and the like.
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Anti-Dilution Protection. The holders of the Preference Shares will be entitled to customary anti-dilution rights, including, but not limited to adjustments for stock splits (forward and reverse), stock dividends and other structural changes. For the avoidance of doubt, the securities issued upon exercise of the warrants to be issued to Westminster pursuant to its engagement letter with the Company shall not dilute the ownership percentage of the Investor resulting from the Preference Shares.
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Anti-Dilution Protection. Until a Qualified Offering, the holders of the Warrants shall have anti-dilution protection, provided that the protection shall not apply to issuances to employees pursuant to board-approved plans adopted subsequent to closing (subject to maximum dilution to be determined), and sales for market value. If an investment (in the form of equity or convertible securities) is made below market value by an affiliate of Kohlberg, Holdings will make a rights offering to all holders of the Warrants. If any Warrant holder fails to provide notice of intent to participate within 15 days of notice of the rights offering, they will be entitled to anti-dilution protection.
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Anti-Dilution Protection. Adjustments to the Conversion Price for certain Specified Transactions (excluding in the case of below-market issuances, underwriting discounts, fees, commissions or similar discounts). Specified Transactions refer to (i) stock splits, (ii) dividends consisting of New Common Interests, (iii) other stock subdivisions, combinations or reclassifications, (iv) rights offerings at discount, (v) “below market” equity issuances, (vi) tender offers or exchange offers at a premium, (vii) dividends or distributions to all holders of New Common Interests of capital stock (other than New Common Interests), indebtedness, rights or warrants to purchase capital stock (other than New Common Interests) or property or cash, (viii) mergers or consolidations and (ix) spin-offs, in each case, including customary exceptions.
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Related to Anti-Dilution Protection

  • MFN Protection has the meaning set forth in Section 2.14(e)(iii).

  • Consumer means any person who is supplied with electricity for his own use by a licensee or the Government or by any other person engaged in the business of supplying electricity to the public under this Act or any other law for the time being in force and includes any person whose premises are for the time being connected for the purpose of receiving electricity with the works of a licensee, the Government or such other person, as the case may be;

  • Cathodic protection means a technique designed to prevent the corrosion of a metal surface by making that surface the cathode of an electrochemical cell. For example, protection can be accomplished with an impressed current system or a galvanic anode system.

  • Data Protection Act means Act CXII of 2011 on Informational Self-Determination and Freedom of Information.

  • Plant Protection Gas means the minimum volumes required to prevent physical xxxx to the plant facilities or danger to plant personnel when such protection cannot be afforded through the use of an alternate fuel. This includes the protection of such material in process as would otherwise be destroyed, but shall not include deliveries required to maintain plant production. A determination will be made by the Seller of minimum volumes required. Such essential volumes will be dispatched accordingly.

  • Consumer Protection Act means the Consumer Protection Act, No 68 of 2008;

  • Applicable Data Protection Law means, as applicable, the EU General Data Protection Regulation (Regulation 2016/679) (as may be amended, superseded or replaced) ("GDPR") and all other supplemental or implementing laws relating to data privacy in the relevant European Union member state, including where applicable the guidance and codes of practice issued by the relevant supervisory authority, and/or all applicable analogous privacy laws of other countries;

  • Data Protection means the implementation of appropriate administrative, technical or physical means to guard against unauthorized intentional or accidental disclosure, modification, or destruction of data.

  • the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

  • Applicable Data Protection Laws means all national, international and local laws, regulations and rules by any government, agency or authority relating to data protection and privacy which are applicable to CPA Global or the Customer, including but not limited to The General Data Protection Regulation (Regulation (EU) 2016/679), (GDPR);

  • Paycheck Protection Program means loan program created by Section 1102 of the CARES Act.

  • Housing Act means the United States Housing Act of 1937, as amended, or its successor.

  • EU Data Protection Law means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data ("Directive") and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

  • Data Protection Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 20161 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

  • EU Data Protection Laws means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

  • Data Protection Acts means Data Protection Act 1988, as amended by the Data Protection (Amendment) Act 2003, and as may be modified, amended, supplemented, consolidated or re- enacted from time to time;

  • Data Protection Laws and Regulations means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

  • Data Protection Law means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement (and includes, as far as it concerns the relationship between the parties regarding the processing of Personal Data by SAP on behalf of Customer, the GDPR as a minimum standard, irrespective of whether the Personal Data is subject to GDPR or not).

  • Equal Credit Opportunity Act means the Equal Credit Opportunity Act, as amended.

  • Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

  • Sort code means the 6-digit code that identifies a particular bank and bank branch in the Republic of Ireland;

  • Fire Protection means all aspects of fire safety including but not limited to fire prevention, firefighting or Fire Suppression, pre-fire planning, fire investigation, public education and information, training or other staff development;

  • Procurement Code means §13-1-101, et seq., XXXX 0000, as amended and supplemented from time to time.

  • ISO-NE Practices means the ISO-NE practices and procedures for delivery and transmission of energy in effect from time to time and shall include, without limitation, applicable requirements of the NEPOOL Agreement, and any applicable successor practices and procedures.

  • Unfair labor practice means the commission of an act designated an unfair labor practice

  • Americans with Disabilities Act (“ADA”) means section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990 as amended by the ADA Amendments Act of 2008.