Down Round definition

Down Round means any non-public offering of equity securities of Company after the original date of issuance of this Warrant at a price per share lower than the Stock Purchase Price then in effect. Notwithstanding the foregoing, nothing in this Section 4.4 shall prohibit Company from amending its Charter with the requisite consent of its stockholders and Board of Directors.
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Down Round means any New Issuance (other than an Excluded Issuance) of Equity Securities by the Company at a price per Equity Security that is lower than any Investor Entry Price;
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Down Round means any non-public offering of equity securities of Company after the original date of issuance of this Warrant at a price per share lower than the Stock Purchase Price then in effect.
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Examples of Down Round in a sentence

  • The per share price payable by the Holder in the Down Round shall be the same per share price payable by the lead investor in the Down Round.

  • If the Company fails timely to afford the Holder the opportunity to participate in the Down Round in the foregoing manner, then the Holder shall be entitled to purchase under this Warrant (in addition to the securities previously purchasable upon exercise of this Warrant), the securities the Holder was entitled to purchase under this Section 10(c) at the price specified in this Section 10(c).

  • In the event that a New Issuance is made at a Down Round Price and includes both equity securities and rights to acquire additional securities (whether in the form of warrants, options or other rights) (the “Rights”), then as part of any full ratchet adjustment the Company shall also include, within the Holder’s Down Round Issuances, that number of Rights which Holder would have acquired had it participated in the New Issuance.

  • Since $2 million of new money is coming into the Company from the New Investor in connection with this Down Round Financing Transaction, the post-Financing value of the Company is $10 million.

  • The Parties undertake to take all necessary actions to facilitate the exercise of the Down Round Right.

  • Since $1 million of new money is coming into the Company from the New Investor in connection with this Down Round Financing Transaction, the post-Financing value of the Company is $5 million.

  • In the event Borrower elects to adjust the Conversion Price downward pursuant to the preceding sentence, Lender shall have the further right to waive some or all of the benefit of any Down Round adjustment.

  • Each Series B Investor 2020 may exercise the Down Round Right only once but, however, it is in the sole discretion of each of the Series B Investors 2020 either to exercise the Down Round Right at the time of and in the context of (i) the first Down Round or (ii) any later Down Round within the Exercise Period.

  • To further illustrate the provisions of Section 21, after taking into account the transactions occurring in connection with the November 1, 2013 Financing noted above: Assume that on November 1, 2014, a New Investor contributes $2 million to the capital of the Company, and that the Company is valued prior to such $2 million contribution at $8 million; meaning that this is also a Down Round Financing Transaction.

  • In this regard, the Company shall provide written notice to the Holder reasonably in advance of a proposed Down Round, which notice shall state, to the extent then known by the Company, the number and type of shares of equity securities proposed to be sold through the Down Round and the per share price, and shall establish a deadline, not less than 15 days after the giving of such notice, by which the Holder must deliver its written election to purchase shares in the Down Round.


More Definitions of Down Round

Down Round has the meaning set out in Clause 9.1.1
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Down Round means any issuance of Dilution Instruments (other than an Exempt Issuance) by the Company at a price per Equity Security that is lower than any Investor Entry Price;
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Down Round means any public or non-public offering of New Securities after the Closing Date at a price per share lower than Three Dollars ($3.00) per share of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization).
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Related to Down Round

  • Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.

  • Draw Down Amount means the actual dollar amount of a Draw Down paid to the Company.

  • Pricing Period means the five (5) consecutive Trading Days after the Advance Notice Date.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Draw Down shall have the meaning assigned to such term in Section 6.1(a) hereof.