Antidilution Adjustment Clause Samples
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Antidilution Adjustment. The Licensee will issue additional shares (“Antidilution Shares, add up to aggregate percent ( %) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the Licensee authorized in connection with a financing shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreement.
Antidilution Adjustment. As a further condition of LICENSEE as of the effective date of the License, the LICENSEE will issue additional shares (“Antidilution Shares”) to the REGENTS without further consideration, until such time as $Number has been raised by the LICENSEE in gross proceeds from the sale of securities or by conversion of instruments convertible into equity, so that, solely the Shares issued hereunder together with the issuance of the Antidilution Shares, add up to aggregate Written number percent (Number%) of the outstanding and issued securities of the LICENSEE on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the LICENSEE authorized in connection with a financing will be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ Number in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round will be considered to have taken place in which sufficient funds are invested to reach $ Number in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing.
Antidilution Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows:
Antidilution Adjustment. As a further condition of LICENSEE as of the effective date of
Antidilution Adjustment. 23 FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT --------------------------------------------------- THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of August 4, 1997 (this "Agreement"), by and among METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC., a corporation --------- organized under the laws of the State of Delaware and formerly known as P&F Acquisition Corp. (the "Company"), SEVEN NETWORK LIMITED, a corporation ------- organized under the laws of the Commonwealth of Australia ("Seven"); TRACINDA ----- CORPORATION, a corporation organized under the laws of the State of Nevada ("Tracinda"); METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ STUDIOS INC., a corporation organized under ---------- the laws of the State of Delaware ("MGM Studios") and formerly known as Metro- ----------- ▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.; ▇▇. ▇▇▇▇▇ ▇. Mancuso ("▇▇. ▇▇▇▇▇▇▇"), and the Persons listed ----------- on the signature pages hereto (▇▇. ▇▇▇▇▇▇▇ and each such Person is herein referred to as an "Executive" and together as the "Executives")/1/, amends and --------- ---------- supersedes that certain Shareholders Agreement, dated as of October 10, 1996, by and among MGM Studios, Seven, Tracinda, the Company, ▇▇. ▇▇▇▇▇▇▇ and the other parties thereto (the "Original Shareholders Agreement"). -------------------------------
Antidilution Adjustment. If the Company shall, in connection with its proposed financing in the amount of no less than $11.6 million (the "Financing"), sell or grant any option to purchase, or otherwise dispose of or issue any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Conversion Price, as adjusted on the date of this Agreement (such lower price, the "Base Price"), then, upon consummation of the Financing, the Company shall issue to the Holders, pro rata, the number of shares of Common Stock equal to the difference between (i) the number of shares of Common Stock received pursuant to this Agreement and (ii) the number of shares of Common Stock to which the Holders would have been entitled if the Conversion Price on the date of this Agreement had been equal to the Base Price. The Company shall notify the Holder in writing, no later than the Business Day following the issuance of any Common Stock or Common Stock Equivalents subject to this provision, indicating therein the applicable Base Price.
Antidilution Adjustment. Prior to or concurrent with ----------------------- the consummation of the IPO Closing, the Company will effect, in one or more transactions, a net stock split of the Common Stock (the "Stock Split"). As a ----------- result of the Stock Split, before this Agreement becomes effective, the number of shares of Common Stock in Section 3.2(c) will be multiplied by the Stock Split (the "Antidilution Adjustment"). By way of illustration, if the Stock ----------------------- Split is 50 for 1 by virtue of the Antidilution Adjustment, the 250,000 number in Section 3.2(c) of this Agreement will become 12,500,000.
Antidilution Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, issuance or repurchase of stock or securities convertible into or exchangeable for shares of Common Stock, grants of options, warrants or rights to purchase the Common Stock (other than pursuant to the Plan), extraordinary distribution with respect to the Common Stock, or other change in corporate structure affecting the Common Stock, then the Committee may (a) make such substitution or adjustments in the Number of Shares and/or the Exercise Price specified in Paragraph 1 above, (b) make such other substitution or adjustments in the consideration receivable by the Company upon exercise of the Option, or (c) take such other action as the Committee may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to the Option shall always be a whole number.
Antidilution Adjustment. If the number of outstanding shares of capital stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged. No adjustment shall be made for any issuances of shares other than as described above.
Antidilution Adjustment. (a) The Shares issuable upon exercise of the Warrant shall initially be 35,906 shares of Common Stock, subject to adjustment in this Section 2. The Company may not, through any voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions under the Warrant, and must in assist in carrying out the provisions of the Warrant and in taking other action necessary to protect the owner hereof. In particular the Company shall adjust the number of Shares issuable upon exercise of the Warrant upon the occurrence of an Adjustment Event, Reorganization Event, or Other Event (as defined).
(b) An Adjustment Event shall mean the following:
(i) Any distribution of dividends or other distributions on its outstanding shares of Common Stock in Common Stock or derivative securities of the Common Stock; or
(ii) Any subdivision or reclassification; of its Common Stock into a greater or lesser number of shares.
(c) Upon the occurrence of an Adjustment Event, the number of Shares subject to the Warrant shall be adjusted immediately after the applicable record date with respect to such Adjustment Event. The adjusted number of Shares shall be the number of Shares prior to such event multiplied by a fraction (x) the numerator of which is the number of outstanding shares of Common Stock immediately after the record date with respect to such Adjustment Event, and (y) the denominator of which is the number of outstanding shares of Common Stock immediately before such record date.
(d) A Reorganization Event shall mean the following:
(i) Any capital reorganization, reclassification, recapitalization of the capital stock of the Company, other than an Adjustment Event;
(ii) Any merger or consolidation of the Company with or into another entity; or
(iii) Any sale or transfer of substantially all the assets of the Company.
(e) Upon the occurrence of a Reorganization Event, there shall thereafter be issuable and deliverable, upon the exercise of this Warrant and in lieu of the Shares, as appropriate, the number of shares of stock, other securities or property to which a holder of the number of shares of Common Stock equal to the Shares at the date of the Reorganization Event would have been entitled to as a result of such Reorganization Event. Prior to and as a condition of the consummation of any Reorganization Event, the Company shall cause effective provisions to be made to effect the purposes of this Section 2.1(d) and (e), includin...