Additional Adjustments. In the event that there is any change in the outstanding Shares for which an adjustment is not provided by Sections 6.1. or 6.2. of this Agreement, and the Options are then unexercised, the Committee may, in its sole discretion, require an adjustment in the number or kind of Shares or securities subject to the Options and the Option Price and such adjustment shall be binding and effective for all purposes hereof.
Additional Adjustments. In the event of any and all adjustments to the Warrant Number in accordance with this Section 3, the per share Warrant Price shall be adjusted so that it is equal to the quotient of (a) the aggregate Warrant Price and (b) the Warrant Number as adjusted.
Additional Adjustments. For the purposes of subsection (b) of this Section, the following clauses shall also be applicable:
Additional Adjustments. (i) If at any time or from time to time conditions arise by reason of action taken by the Company which are not adequately covered by the provisions of this Section 6, and which might materially and adversely affect the exercise rights of the Holders of Warrants, upon the request of a majority in interest of the Holders the Company shall appoint a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion upon the adjustment, if any, of the number of Warrant Shares purchasable upon the exercise of the Warrants, on a basis consistent with the standards established in the other provisions of this Section 6 and assuming all other adjustments required pursuant to this Section 6 have been made, necessary in order to preserve without diminution the rights of the holders of the Warrants. Upon receipt of such opinion, the Board of Directors of the Company shall forthwith make the adjustments described therein.
(ii) Notwithstanding any other provision hereof, any antidilution adjustments made pursuant to the terms hereof or of the Notes, the Other Warrants, or the
Additional Adjustments. In the event that there is any change in the corporate structure or outstanding shares of Stock or any other transaction for which an adjustment is not provided by §§14 or 15 of this agreement, and the Option is then unexercised (in whole or in part), the Board may, in its sole discretion, require an adjustment in the number or kind of shares of stock or securities subject to the Option or the option price and such adjustment shall be binding and effective for all purposes hereof.
Additional Adjustments. Notwithstanding the terms of Paragraph 5.01 of this Agreement, the Board in its sole and exclusive discretion may provide for conditions for the exercise of this Option and/or modify the Vesting Schedule set forth on the Notice of Grant; provided, however, the Board may only modify the conditions for the exercise of this Option and/or modify the Vesting Schedule to provide for a more restrictive Vesting Schedule with the consent of Optionee, if such modification alters or impairs any existing rights or obligations of Optionee under this Option.
Additional Adjustments. In the event the Company issues any Common Stock or securities exchangeable or convertible into shares of Common Stock after the Warrant Exercisability Date, the Exercise Price shall be reduced so that the aggregate number of shares of Common Stock issued upon exercise of the Note Warrants shall be equal to 10.0% of the issued and outstanding shares of Common Stock immediately following such issuance (determined on a fully diluted and as converted to Common Stock basis assuming full conversion or exercise of all of the Company’s convertible securities and Options, including the Series A-1 Preferred Stock issuable under the Bridge Loan and the Note Warrants, and, excluding the Notes).
Additional Adjustments. (a) The Company may, in its sole discretion, increase the Conversion Rate as its Board of Directors deems advisable to avoid or diminish any income tax to Holders of its Common Stock resulting from any dividend or distribution of Capital Stock issuable upon conversion of the Notes (or rights to acquire Capital Stock) or from any event treated as such for income tax purposes.
(b) The Company may, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period of at least 20 Business Days if its Board of Directors has determined that such increase would be in the Company’s best interests. If its Board of Directors makes such determination, it will be conclusive. The Company will give Holders of Notes at least 15 days’ prior notice of such an increase in the Conversion Rate.
(c) To the extent that the Company has a rights plan in effect upon any conversion of the Notes into Common Stock, a Holder shall receive, in addition to the Common Stock, the rights under the rights plan, unless, prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as described in Section 5.8. A further adjustment shall occur as described in Section 5.8, if such rights become exercisable to purchase different securities, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights.
(d) Following:
(A) any reclassification of the Company’s Common Stock;
(B) a consolidation, merger, binding share exchange or combination involving the Company; or
(C) a conveyance, transfer, sale, lease or other disposition to another Person or entity of all or substantially all of the Company's assets; the settlement amount in respect of the Company’s conversion obligation will be computed as set forth in Section 5.2, based on the kind and amount of shares of stock, securities, other property or assets (including cash or any combination thereof) that a holder of a number of shares of the Company's Common Stock equal to the applicable Conversion Rate multiplied by the number of Notes owned would have been entitled to receive in such transaction. However, if in any such transaction holders of the Company’s Common Stock would be entitled to elect the consideration for their Common Stock, the Company shall make adequate provisions so that upon conversion Holders of the Notes shall be entit...
Additional Adjustments. In the event that the Company shall issue to Affiliates of the Company in excess of an aggregate of 250,000 shares of Common Equity and shares of Common Equity into which Common Share Equivalents are exercisable, exchangeable or convertible, in each case which are issued at a price per share less than the Current Market Price per Common Share then in effect on the date of such issuance, then the calculation of the number of Common Shares into which each Series B-1 Preferred Share is convertible shall be adjusted pursuant to the provisions of this Section 15.4(f) for each such shares of Common Equity and Common Share Equivalents to Affiliates of the Company at a price per share less than the Current Market Price per Common Share then in effect on the date of such issuance.
Additional Adjustments. Should any additional items which would be the subject of adjustments provided for in subsection (a) above come to the attention of Buyer or Seller after such adjustments under subsection (c) above are concluded, such adjustments shall be made by appropriate payments from Buyer to Seller or from Seller to Buyer.
