Adjustment Due to Dilutive Issuances. Except for any Qualified Issuance (as hereinafter defined), if at any time the Issuer shall offer, issue or agree to issue any Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock (or modify any of the foregoing which may be outstanding at any time prior to the Issuance Date) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Warrant Price then in effect, then, for each such occasion, the Warrant Price shall be adjusted to equal such other lower price per share, and, as to shares of Class A Common Stock, if any, that were previously issued upon exercise of this Warrant, the Issuer shall issue additional shares of Class A Common Stock to the Holder so that the average per share purchase price of the shares of Class A Common Stock issued to the Holder upon the exercise of the Warrant is equal to such other lower price per share. For purposes of this Section “Qualified Issuance” shall mean (i) the grant, issuance or exercise of any convertible securities pursuant to a qualified or non-qualified stock option plan of the Issuer or any other bona fide employee benefit plan or incentive arrangement, adopted or approved by the Board and approved by the Issuer’s shareholders, as may be amended from time to time, (ii) the grant, issuance or exercise of any convertible securities in connection with the hire or retention of any officer, director or key employee of the Issuer, provided such grant is approved by the Board, or (iii) the issuance of any shares of Class A Common Stock pursuant to the grant or exercise of convertible securities outstanding as of the date hereof (exclusive of any subsequent amendments thereto).
Appears in 10 contracts
Samples: Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.), Securities Purchase Agreement (Amacore Group, Inc.)
