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. 3.2. In case of any equity investments in cash, either directly or as conversion of a convertible loan, made by Additional Investors at a pre-money valuation for 100% of the Company’s share capital on a fully diluted basis of less than EUR 2,000,000 SBC’s interest shall not dilute. SBC’s interest shall also not dilute in the event the Company will issue any shares, certificates of shares, warrants, options or other share appreciation rights, to employees, advisors, consultants, advisory board members or any other parties ("SBC Anti-Dilution definition of Additional Investors shall also include any Founder and/or any Shareholder who, in any subsequent round, (re)invests any equity investments in cash, either directly or as conversion of a convertible loan in the Company in exchange for shares. For the purpose of this clause, dilution means “dilution in voting rights and/or entitlements to profit”. 3.3. To execute the SBC Anti-Dilution Right, at the issuance of Shares in the share capital of the Company to the Additional Investors, the Company shall issue as many shares in its share capital, at no extra consideration other than the payment of the Nominal Value of such shares, to SBC, in order for SBC to maintain the respective shareholdings it had in the share capital of the Company immediately prior to the investment by the Additional Investor(s). Alternatively, at the sole discretion of SBC, each of the other Shareholders, shall transfer as many of the shares they hold in the share capital of the Company to SBC to that effect. Under no circumstances shall SBC have an obligation to make any additional (cash) investments into the Company. 3.4. In case an Additional Investor has shown interest to invest in the Company, the board of directors of the Company (the “Board”) will immediately notify each of the Shareholders by e-mail thereof. In such case SBC shall have the right, but not the obligation, to enter into negotiations in order to make the Additional Investor an offer to sell to this Additional Investor all or part of SBC’s Shares. For any remaining Shares that SBC will hold after they transferred part of their Shares to the Additional Investor, the SBC Anti-Dilution Right will remain in place.
Appears in 2 contracts
Sources: Shareholder Agreements, Shareholder Agreement
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.
3.2. In case of any equity investments in cash, either directly or as conversion of a convertible loan, made by Additional Investors at a pre-money valuation for 100% of the Company’s share capital on a fully diluted basis of less than EUR 2,000,000 SBC’s interest shall not dilute. SBC’s interest shall also not dilute in the event the Company will issue any shares, certificates of shares, warrants, options or other share appreciation rights, to employees, advisors, consultants, advisory board members or any other parties ("SBC Anti-Dilution Right"). For the purpose of the SBC Anti-Dilution Right the definition of Additional Investors shall also include any Founder and/or any Shareholder who, in any subsequent round, (re)invests any equity investments in cash, either directly or as conversion of a convertible loan in the Company in exchange for shares. For the purpose of this clause, dilution means “dilution in voting rights and/or entitlements to profit”. SBC's 8% interest in the Company shall not dilute in case an investment is made in the Company based upon a pre- money valuation of the Company of less than EUR 2,000,000 for 100% of the shares in the Company. We accelerate your business by providing intensive mentoring, office space, international PR, legal advice, sponsor deals and a capital injection of EUR 15,000. Moreover, SBC could bring other investors into contact with the Company to discuss possible other cash injections for the benefit of further development of the activities of the Company. These efforts made by SBC may reasonably not result in a dilution of SBC's shareholding in the Company, in case an investor is not willing to pay at least EUR 20,000 for 1% of the shares of the Company. Should the Founders agree to such investment, they shall transfer as many of the shares they hold in the Company no consideration to SBC, in order for SBC to maintain its 8% shareholding. In case a new investor invests EUR 20,000 or more for 1% of the shares in the Company, SBC’s interest in the Company will dilute. For the avoidance of doubt a 'pre-money valuation' is a term widely used in private equity or venture capital industries, referring to the valuation of a company or asset prior to an investment or financing. If an investment adds cash to a company, the company will have different valuations before and after the investment. The pre-money valuation refers to the company's valuation before the investment.
3.3. To execute the SBC Anti-Dilution Right, at the issuance of Shares in the share capital of the Company to the Additional Investors, the Company shall issue as many shares in its share capital, at no extra consideration other than the payment of the Nominal Value of such shares, to SBC, in order for SBC to maintain the respective shareholdings it had in the share capital of the Company immediately prior to the investment by the Additional Investor(s). Alternatively, at the sole discretion of SBC, each of the other Shareholders, shall transfer as many of the shares they hold in the share capital of the Company to SBC to that effect. Under no circumstances shall SBC have an obligation to make any additional (cash) investments into the Company.
3.4. In case an Additional Investor has shown interest to invest in the Company, the board of directors of the Company (the “Board”) will immediately notify each of the Shareholders by e-mail thereof. In such case SBC shall have the right, but not the obligation, to enter into negotiations in order to make the Additional Investor an offer to sell to this Additional Investor all or part of SBC’s Shares. For any remaining Shares that SBC will hold after they transferred part of their Shares to the Additional Investor, the SBC Anti-Dilution Right will remain in place. SBC wishes to be fully aware of all discussions and negotiations concerning investments in the Company prior to the deal actually taking effect. With this article SBC makes you aware of the fact that, for the avoidance of doubt, it may also wish to offer part or all of its own Shares to such investor. This does not mean that SBC has the intention to immediately dispose of its Shares in case an investor is willing to purchase shares in the Company. However, logically SBC wants to retain its right to do so. Furthermore, should the investor not be interested to purchase shares directly from SBC, but wishes to invest in the Company in any other way, SBC will of course respect this.
Appears in 2 contracts
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.the
3.2. In case of any equity investments in cash, either directly or as conversion of a convertible loan, made by Additional Investors at a pre-money valuation for 100% of the Company’s share capital on a fully diluted basis of less than EUR 2,000,000 SBC’s interest shall not dilute. SBC’s interest shall also not dilute in the event the Company will issue any shares, certificates of shares, warrants, options or other share appreciation rights, to employees, advisors, consultants, advisory board members or any other parties ("SBC Anti-Dilution Right"). For the purpose of the SBC Anti-Dilution Right the definition of Additional Investors shall also include any Founder and/or any Shareholder who, in any subsequent round, (re)invests any equity investments in cash, either directly or as conversion of a convertible loan in the Company in exchange for shares. For the purpose of this clause, dilution means “dilution in voting rights and/or entitlements to profit”. SBC's 8% interest in the Company shall not dilute in case an investment is made in the Company based upon a pre- money valuation of the Company of less than EUR 2,000,000 for 100% of the shares in the Company. We accelerate your business by providing intensive mentoring, office space, international PR, legal advice, sponsor deals and a capital injection of EUR 15,000. Moreover, SBC could bring other investors into contact with the Company to discuss possible other cash injections for the benefit of further development of the activities of the Company. These efforts made by SBC may reasonably not result in a dilution of SBC's shareholding in the Company, in case an investor is not willing to pay at least EUR 40,000 for 1% of the shares of the Company. Should the Founders agree to such investment, they shall transfer as many of the shares they hold in the Company no consideration to SBC, in order for SBC to maintain its 8% shareholding. In case a new investor invests EUR 40,000 or more for 1% of the shares in the Company, SBC’s interest in the Company will dilute. For the avoidance of doubt a 'pre-money valuation' is a term widely used in private equity or venture capital industries, referring to the valuation of a company or asset prior to an investment or financing. If an investment adds cash to a company, the company will have different valuations before and after the investment. The pre-money valuation refers to the company's valuation before the investment.
3.3. To execute the SBC Anti-Dilution Right, at the issuance of Shares in the share capital of the Company to the Additional Investors, the Company shall issue as many shares in its share capital, at no extra consideration other than the payment of the Nominal Value of such shares, to SBC, in order for SBC to maintain the respective shareholdings it had in the share capital of the Company immediately prior to the investment by the Additional Investor(s). Alternatively, at the sole discretion of SBC, each of the other Shareholders, shall transfer as many of the shares they hold in the share capital of the Company to SBC to that effect. Under no circumstances shall SBC have an obligation to make any additional (cash) investments into the Company.
3.4. In case an Additional Investor has shown interest to invest in the Company, the board of directors of the Company (the “Board”) will immediately notify each of the Shareholders by e-mail thereof. In such case SBC shall have the right, but not the obligation, to enter into negotiations in order to make the Additional Investor an offer to sell to this Additional Investor all or part of SBC’s Shares. For any remaining Shares that SBC will hold after they transferred part of their Shares to the Additional Investor, the SBC Anti-Dilution Right will remain in place. SBC wishes to be fully aware of all discussions and negotiations concerning investments in the Company prior to the deal actually taking effect. With this article SBC makes you aware of the fact that, for the avoidance of doubt, it may also wish to offer part or all of its own Shares to such investor. This does not mean that SBC has the intention to immediately dispose of its Shares in case an investor is willing to purchase shares in the Company. However, logically SBC wants to retain its right to do so. Furthermore, should the investor not be interested to purchase shares directly from SBC, but wishes to invest in the Company in any other way, SBC will of course respect this.
Appears in 1 contract
Sources: Shareholder Agreements