ANTI-DILUTION CLAUSE Sample Clauses

ANTI-DILUTION CLAUSE. 3.1. If an additional investor (“Additional Investor”) make an equity investment in the capital of the Company, the Founders and the Company shall procure that such Additional Investor shall execute a deed of adherence (“Deed of Adherence”) by which the Additional Investor adheres to this Agreement and thereafter this Agreement and such Deed of Adherence shall constitute as one agreement. The Company and the Founders are entitled to agree with the Additional Investor to an amended form of the Deed of Adherence, if it is in the best interest of the Company and the amendments do not harm the position and the rights of SBC.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
ANTI-DILUTION CLAUSE. After the Closing Date, CNFC agrees that the Shares of Xxxxxx Xxxxx shall not be subject to dilution in any manner without the express written consent of Xxxxxx Xxxxx and during such period, CNFC or its successor shall take no action, directly or indirectly, to dilute or attempt to dilute the Shares issued to Xxxxxx Xxxxx. If, with the express written consent of Xxxxxx Xxxxx, additional treasury shares of the common stock of CNFC are issued, then the same number of free trading shares, if applicable at time of issue, shall be issued to Xxxxxx Xxxxx to maintain his pro rata percentage prior to additional issuance of such shares.
Sample 1Sample 2
ANTI-DILUTION CLAUSE. The company must notify the Consultant in writing at least ten (10) days prior to any new shares being added to the Company’s outstanding share total; including notifying the Consultant if any new shares are being added to the company’s float. Officers of the company must notify the Consultant of any transactions regarding the company’s security. If dilution occurs without the requisite notice, the Consultant’s compensation must be adjusted proportionately. If company violates the anti-dilution clause, then company must pay Consultant 1.5 times cash value for any shares the Consultant holds as part of its compensation for this agreement.
Sample 1
ANTI-DILUTION CLAUSE. Within 180 days after Closing, in no event except for private placements, public offerings or acquisitions , in each case at the current market price of IMOT's Common Stock on arm's length basis, shall IMOT issue or enter into any agreement to issue IMOT common stock or other securities convertible into IMOT common stock which may result in material dilution of those shareholders of IMOT who were shareholders immediately prior the Closing.
Sample 1
ANTI-DILUTION CLAUSE. It is the intention of the parties that the Employee not be diluted any lower than her current percentage (21.2%)(1) of the capital stock of the Company during the term of her Employee Agreement, which continues until November 20th, 2005. _______________________________ (Footnote 1. The Employee currently owns 2,397,900 shares of FFRD Common Stock (giving affect to her option to purchase 350,000 shares of Common Stock, and before the additional issuance of Common Stock granted herein) and there are currently 11,306,361 shares issued and outstanding on a fully diluted basis.)
Sample 1
ANTI-DILUTION CLAUSE. It is the intention of the parties that the Consultant not be diluted any lower than (25%) of the capital stock of the Company during the term of the Consultant Agreement, which continues until November 20th, 2005.
Sample 1
ANTI-DILUTION CLAUSE. The company must notify the Consultant in writing at least 3 days prior to any new shares being added to the Company's outstanding share total; including notifying the Consultant if any new shares are being added to the company's float. Officers of the company must notify the Consultant of any transactions regarding the company's security. If dilution of the Companies float occurs, the Consultant's compensation and bonuses must be adjusted proportionately. Having approved a two for one forward split of the Companies stock, (Board approval on 7/2/04) the Company confirms it has no plans for any Reverse stock split.
Sample 1
AutoNDA by SimpleDocs
ANTI-DILUTION CLAUSE. Upon the Company receiving full and entire amount of funding for this Subscription Agreement, an Anti-Dilution Clause will immediately become in affect for a period of three (3) years from the date of this Subscription Agreement. The Terms of the Anti-Dilution Clause shall be such that in the event the Company issues additional shares of common stock (except those which are issued as Options to Employees and Consultants), Subscriber of this Subscription Agreement shall be issued an amount of shares so that Subscriber’s ownership in Company is maintained to equal that as of the date this Subscription Agreement has been fulfilled.
Sample 1
ANTI-DILUTION CLAUSE. The Parent will ensure that following the Effective Time, Xx. Xxxxxx Xxxxxxxxx will have a 95% non-dilutive equity interest and Xx. Xxxxxxx Xxxxxxxx will have a 1% non-dilutive equity interest in the Parent.
Sample 1

Related to ANTI-DILUTION CLAUSE

  • Anti-Dilution Provisions The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

  • Cooperation Clause (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment.

  • Integration Clause Except for documents and instruments specifically referenced herein, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan and all prior communications verbal or written between Borrower and Bank shall be of no further effect or evidentiary value.

  • Anti-Dilution Protection In the event that the Company consummates a sale of Common Stock for cash consideration (a “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash consideration.

  • Waiver of Anti-dilution Protection The Sponsor and each Class B Holder hereby irrevocably (a) waives, subject to, and conditioned upon, the occurrence of the Closing, to the fullest extent permitted by law, and (b) agrees not to assert or perfect, any rights to adjustment or other anti-dilution protections in connection with the transactions contemplated by the Merger Agreement.

  • Anti-Dilution If prior to the exercise of any option granted hereunder Optionor shall have effected one or more stock split-ups, stock dividends, or other increases or reductions of the number of Shares of its common stock outstanding without receiving compensation therefor in money, services or property, the number of Shares of common stock subject to the options hereby granted shall (a) if a net increase shall have been effected in the number of outstanding shares of Optionor's common stock, be proportionately increased and the cash consideration payable per Share shall be proportionately reduced; and (b) if a net reduction shall have been effected in the number of outstanding Shares of Optionor's common stock, be proportionately reduced and the cash consideration payable per Share be proportionately increased.

  • NON-COMPETITION CLAUSE The parties agree that during the term of employment and for a period of up to 12 months after the expiry of the agreed notice period (such 12-month period referred to as the "Restricted Period"), the Executive shall not be entitled to be employed by, directly or indirectly offer services to, start up, lead, be a board member in, have an ownership interest in, participate in or otherwise in any way engage in any business that directly or indirectly competes with the Company or the Group (the "Non-Competition Clause"). In case of summary dismissal, the Restricted Period commences on the date of the summary dismissal. The Company may at the request of the Executive, or at any other time, decide if and to what extent the Non-Competition Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14 A in the WEA including the Company's obligation to provide the Executive with a written statement in this regards. If the Restricted Period is invoked for a shorter period of time, the Compensation to the Executive (see below) is reduced correspondingly. Should the Employer decide not to invoke the Non-Competition Clause, the Executive will not be entitled to such Compensation. If the Non-Competition Clause is invoked, the Executive shall receive compensation during the Restrictive Period equivalent to 100% of the Executive's annual remuneration up to 8 G ("G" means the Basic Amount in the National Insurance Scheme), and then, if applicable, 70% of the annual remuneration exceeding 8G ("Compensation"). The term "remuneration" is to be understood in line with Chapter 14 A in the WEA. The total amount of Compensation will not exceed 12 G. The Compensation is based on the Executive's remuneration the last 12 months preceding the time of the notice and is paid monthly on the Company's payroll date. The Compensation is not included in the basis for holiday pay or pension, and the Executive is not entitled to any bonus or other supplementary benefits from the Company during the period for payment of the Compensation. The Employer will carry out tax deduction and any other mandatory deductions in accordance with applicable law. The Compensation is paid monthly on the Company's payroll date. Deductions shall be made in the Compensation for any income or other remuneration (or similar) that the Executive receives from the Company or accrues from others in the Restricted Period limited to 50% of the Compensation. The Executive shall provide adequate information about the salary from any new employer during the application of the obligations set out herein. If the Executive does not comply with this requirement, the Company may withhold the Compensation until such information is received.

  • Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

  • Antidilution Provisions During the Exercise Period, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Paragraph 4. In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up to the nearest cent.

  • Arbitration Clause All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

Time is Money Join Law Insider Premium to draft better contracts faster.