Series C Dilutive Issuance definition

Series C Dilutive Issuance means an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series C Preferred Stock in effect on the date of and immediately prior to such issue.
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Series C Dilutive Issuance means an issuance of Capital Stock in a Financing for a consideration per share less than the Conversion Price of the Series C Preferred in effect on the date of and immediately prior to such issuance.
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Series C Dilutive Issuance shall have the meaning ascribed to it in Paragraph 1 of Part C of Schedule 5.
Sample 1

Examples of Series C Dilutive Issuance in a sentence

  • Such conversion shall be deemed to have been made immediately prior to the consummation of the Series A Dilutive Issuance, Series B Dilutive Issuance or Series C Dilutive Issuance, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open.

  • Such conversion shall be deemed to have been made immediately prior to the consummation of the Series A Dilutive Issuance, Series B Dilutive Issuance, Series C Dilutive Issuance or Series D Dilutive Issuance, as the case may be, unless the transfer books of the Corporation are closed on that date, in which event such holder shall be deemed to have become a holder of record of Common Stock on the next succeeding date on which the transfer books are open.

  • Upon the conversion of Series C Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series C Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series C1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series C Dilutive Issuance.

  • The term "Series C Dilutive Issuance" shall mean an -------------------------- issuance of Common Stock Equivalents in a Financing for a minimum consideration per share of the ultimately underlying Common Stock less than the Conversion Price of the Series C-1 Preferred in effect on the date of and immediately prior to such issuance.

  • The "Series C Forced Conversion Rate" shall be equal to the difference between the Conversion Rates in effect for the Series C Preferred Stock and the Series C-1 Preferred Stock immediately prior to the closing of the applicable Series C Dilutive Issuance.

  • Such notice shall describe the type and price of the securities to be issued, the general terms upon which the Corporation proposes to issue such securities, and whether such issuance is a Series A Dilutive Issuance, Series B Dilutive Issuance, Series C Dilutive Issuance, Series D Dilutive Issuance, Series E Dilutive Issuance, Series F Dilutive Issuance or a Series G Dilutive Issuance.

  • Upon the conversion of the Series C Preferred held by a Non-participating Investor, such shares of Series C Preferred Stock shall no longer be outstanding and the Non-participating Investor shall be treated for all purposes as the record holder of shares of Series C-1 Preferred Stock as of the date of the first closing of the Series C Dilutive Issuance.


More Definitions of Series C Dilutive Issuance

Series C Dilutive Issuance means an issuance of Additional Stock (as defined below): (x) for a consideration per share less than the Series C Conversion Price in effect immediately prior to such issuance and (y) as to which each holder of Series C Preferred Stock has been given the opportunity to purchase at least its Pro Rata Share pursuant to a contractual right of first offer or otherwise.
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Related to Series C Dilutive Issuance

  • 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).

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • 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.

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

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • 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.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

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

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Convertible Security means one of the Convertible Securities.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.