Waiver of Anti-Dilution Adjustments Sample Clauses

Waiver of Anti-Dilution Adjustments. All holders of any and all Stock Equivalents of the Company shall have duly and validly waived in writing, by a binding agreement (acceptable in all respects by counsel to the Purchaser), any and all anti-dilution adjustments that would adjust the conversion price of such Stock Equivalents or adjust the number of shares of Common Stock into which such Stock Equivalents are exercisable as a result of the consummation of the transactions contemplated by the Transaction Documents and the adjustment of the conversion price of the Series 2 Preferred Stock in accordance with the terms of the Series 2 Preferred Stock or the Recapitalization Price of the Series 3 Preferred Stock contemplated by the Amended and restated Certificate of Incorporation (including, without limitation, in connection with a Recapitalization (as defined in the Amended and Restated Certificate of Incorporation) or an IPO); provided, however, that the foregoing condition may be satisfied only with respect to the holders of shares of Series 1 Preferred (but not with respect to any holder of shares of Series 2 Preferred or any other Stock Equivalent of the Company) by consent to the filing of the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware.
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Waiver of Anti-Dilution Adjustments. Each Investor who is the holder of shares of the Corporation’s Series B Stock hereby approves (i) the sale and issuance of the Bridge Notes, the New Preferred Stock and the Warrants on substantially the terms set forth in the Term Sheet and (ii) the deemed issuance of the shares of Common Stock issuable upon conversion of the Bridge Notes, conversion of the New Preferred Stock or exercise of the Warrants, it being the intention of the Investors that neither (i) the Bridge Notes, the shares of New Preferred Stock and the Warrants nor (ii) the shares of Common Stock issuable upon conversion of the New Preferred Stock or exercise of the Warrants shall be deemed to be “Additional Stock” (as such term is defined in the Description of Series B Stock attached as Exhibit A to the Certificate of Designation, Preferences and Rights, as amended (the “Description”), constituting a part of the Certificate of Incorporation of the Corporation) and that no anti-dilution adjustment to the Conversion Price of the Series B Stock shall be made pursuant to Section 6(g)(i) of the Description upon the sale and issuance of the Bridge Notes, the New Preferred Stock and the Warrants or upon the conversion of the New Preferred Stock or the exercise of the Warrants.
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Waiver of Anti-Dilution Adjustments. The Purchasers hereby waive all anti-dilution adjustments contained in the Securities Purchase Agreement and each of the Warrants which would otherwise result from the initial issuance of securities pursuant to the Nassau Purchase Agreement.
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Waiver of Anti-Dilution Adjustments. To the extent that the issuance of this Warrant or the Warrant Shares (as defined below) would trigger an adjustment in the number of shares or exercise price pursuant to the anti-dilution provisions of any currently outstanding warrant issued to Holder or his affiliates, including Maya, LLC, any adjustment(s) that would otherwise result from the transactions contemplated hereby or the issuance of the Warrant or the Warrant Shares, are hereby waived by Holder and his affiliates. Nothing herein shall be deemed a waiver of any anti-dilution rights that the Holder or his affiliates may have as a result of any transactions other than the issuance of this Warrant or the Warrant Shares contemplated hereby.
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Waiver of Anti-Dilution Adjustments. The Preferred Shareholders hereby agree that Article 7.3(d) of the Second Restated Articles shall not apply to the Conversion.
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Related to Waiver of Anti-Dilution Adjustments

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Dilution Adjustment Provisions Sections 5.05(A)(i), (ii), (iii), (iv) and (v) and Section 5.05(H) of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.08(A) of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation and/or will either not be the Issuer or not be a wholly-owned subsidiary of Issuer whose obligations hereunder are fully and unconditionally guaranteed by Issuer following such Merger Event, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Anti-Dilution Adjustments; Distributions; Other Events The Exercise Price and the number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 6. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded up or down to the nearest one hundredth of a cent.

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