Retro Dilution Clause Samples

The Retro Dilution clause is designed to address the adjustment of ownership percentages or shareholdings in the event that previously issued shares are retroactively diluted. This typically occurs when a company issues additional shares or grants options that are deemed to have been effective as of an earlier date, thereby reducing the relative ownership of existing shareholders as if the dilution had occurred in the past. The clause ensures that all parties are aware of and agree to the potential for such retroactive changes, providing clarity and fairness in the allocation of equity and preventing disputes over share ownership calculations.
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Retro Dilution. Carnival prohibits the “Retro Dilution” of its products. For purposes of this Policy, Retro Dilution occurs in situations where Carnival lowers prices on a sailing after Travel Agency has booked a client at a higher price, and thereafter (i) Travel Agency cancels the existing booking and then books the client again at the lower rate or (ii) modifies an existing booking in any manner and through any channel which results in an already-booked price being lowered other than, in either case, by contacting a member of the Carnival Reservations staff and the Carnival staff member agreeing to (1) reduce the price on an existing booking or (2) create a new booking at the lower rate. If Travel Agency commits or permits any act of Retro Dilution, Carnival may, in its sole discretion, take one or both of the following actions: (a) deduct the amount(s) of Retro Dilution from any current or future commissions due such Travel Agency under the underlying Travel Agency Agreement and (b) terminate the underlying Travel Agency Agreement.
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Related to Retro Dilution

  • 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.

  • Dilution The Company is aware and acknowledges that issuance of shares of the Company's Common Stock could cause dilution to existing shareholders and could significantly increase the outstanding number of shares of Common Stock.

  • Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

  • Splits (a) Subject to paragraph (c) of this Section and Section 3.4, and unless otherwise provided in any Interest Designation, the Company may make a pro rata distribution of Interests of a Series to all Record Holders of such Series, or may effect a subdivision or combination of Interests of any Series, in each case, on an equal per Interest basis and so long as, after any such event, any amounts calculated on a per Interest basis or stated as a number of Interests are proportionately adjusted. (b) Whenever such a distribution, subdivision or combination of Interests is declared, the Managing Member shall select a date as of which the distribution, subdivision or combination shall be effective. The Managing Member shall send notice thereof at least 10 Business Days prior to the date of such distribution, subdivision or combination to each Record Holder as of a date not less than 5 Business Days prior to the date of such distribution, subdivision or combination. The Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Subject to Section 3.4 and unless otherwise provided in any Series Designation, the Company shall not issue fractional Interests upon any distribution, subdivision or combination of Interests. If a distribution, subdivision or combination of Interests would otherwise result in the issuance of fractional Interests, each fractional Interest shall be rounded to the nearest whole Interest (and a 0.5 Interest shall be rounded to the next higher Interest).

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.