Dilutive Issue definition

Dilutive Issue the issue of shares in the Company such that on a Fully Diluted Basis no one Investor or group of Investors collectively, holds a Significant Interest in the Company;
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Dilutive Issue is defined in Section 4(b).
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Dilutive Issue means the issuance of Additional Common Shares at a price below the Warrant Exercise Price.
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Examples of Dilutive Issue in a sentence

  • AF x .1359) x NS) ------------------------ PS where: CR' = the adjusted Conversion Ratio; PS = the number of shares of Series D Preferred Stock outstanding immediately prior to the Dilutive Issuance; AF = a fraction having a numerator of PS and a denominator of 2,000,000; and NS = the number of shares resulting from dividing (i) Total Receipts (as defined herein), by (ii) the Dilutive Issue Price.

  • Upon such adjustment the Maximum and Minimum Conversion Prices shall be reduced by the dollar amount equal to the difference between the Conversion Price on the date of the Dilutive Issue and the consideration received by the Corporation in such Dilutive Issue.

  • Lashgari disparages Chen's declaration and that of HKT's escrow officer as "self- serving," and complains the trial court did not rule on his objections to the declarations.

  • Upon payment by the Corporation of the Dilutive Issue Redemption Price, the shares of Class B Preferred Stock redeemed on such Dilutive Issue Redemption Date shall not be entitled to any further rights as Class B Preferred Stock and shall not be deemed outstanding for any purpose, irrespective of whether certificates representing such redeemed shares shall remain in the possession of the former holder of record thereof.

  • OR [Full ratchet] Where: N = the amount by which the number of Shares of the Investor shall be increased; W = the total amount subscribed by the Investor for Investor’s Shares prior to the Dilutive Issue; WA = the issue price (which shall be the fair market value if the new Shares are issued for consideration other than cash) per each new Share issued pursuant to the Dilutive Issue; and C = the number of Shares held by the Investor prior to the Dilutive Issue.

  • We revisit the uniform example from Section 3.3 to illustrate Theorem 3.

  • If the Company issues Additional Common Shares after the date of this Warrant in a Dilutive Issue, the Warrant Price shall be reduced to the new Series A Conversion Price (as such term is defined in the Amended and Restated Articles of Incorporation of the Company, as hereinafter amended from time to time) after the Dilutive Issue.

  • For the avoidance of doubt, in the event the Qualified IPO is a Dilutive Issue for purposes of Section 7(b), such automatic conversion shall give effect to the adjustments provided for in Section 7(b).

  • Upon each Dilutive Issue, the number of Shares Issuable upon exercise of this Warrant shall be increased to equal the product obtained by multiplying the number of Shares Issuable on exercise of this Warrant by a fraction the numerator of which is the Series A Conversion Price prior to the Dilutive Issue and the denominator is the Series A Conversion Price immediately after the Dilutive Issue.

  • In the event of the dissolution of this Corporation, any assets and property remaining after the payment of legal obligations and expenses of dissolution shall be distributed to one or more organizations as shall qualify under IRC Section 501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose, subject to the approval of a Justice of the Superior Court of the State of Maine.


More Definitions of Dilutive Issue

Dilutive Issue defined in Section “Anti-dilution protection” in the Outlined Terms.
Sample 1
Dilutive Issue means the issuance by the Corporation of Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued) without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue and for which no adjustment is made pursuant to Subsection 2.c.(5).
Sample 1

Related to Dilutive Issue

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Conversion Price shall have the meaning set forth in Section 4(b).

  • Common Stock Deemed Outstanding means the number of shares of Common Stock actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares of Common Stock issuable upon the exercise of Options, as of the date of such issuance or grant of such Options, if any, and (y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities, as of the date of issuance of such Convertible Securities, if any.

  • Convertible Security means one of the Convertible Securities.

  • Convertible Securities means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

  • Applicable Price means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 8(d)(i), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the Nasdaq National Market (or if Issuer Common Stock is not quoted on the Nasdaq National Market, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source chosen by Holder) during the 60 business days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's Assets, the Applicable Price shall be the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by an independent nationally recognized investment banking firm selected by Holder and reasonably acceptable to Issuer (which determination shall be conclusive for all purposes of this Agreement), divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Holder and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

  • Issuance Price means the Sales Price less the Selling Commission.

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Ineligible Securities means securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

  • Current Per Share Market Price of any security (a "Security" for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(j), as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Additional Stock means any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Resale Price means the price at which Seller, acting in a commercially reasonable manner, sells or is paid for a Rejected Purchase, plus transaction and other administrative costs reasonably incurred by Seller in re-selling such Rejected Purchase; provided, however, that in no event shall Seller be required to utilize or change its utilization of the Facility or its other assets, contracts or market positions in order to minimize Buyer’s liability for such Rejected Purchase.

  • Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Stock Equivalents means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.