Adjustment For Certain Issuances Sample Clauses

Adjustment For Certain Issuances. (a) In case at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8.
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Adjustment For Certain Issuances. (A) In the event that the Company shall commit to issue or distribute New Securities, in any such case at a price per share less than the Current Market Price per share on the earliest of (1) the date the Company shall enter into a firm contract for such issuance or distribution, (2) the record date for the determination of stockholders entitled to receive any such New Securities, if applicable, or (3) the date of actual issuance or distribution of any such New Securities (provided that the issuance of Common Stock upon the exercise of New Securities that are rights, warrants, options or convertible or exchangeable securities ("New Derivative Securities") will not cause an adjustment in the Conversion Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Conversion Price in effect immediately prior to such earliest date shall be adjusted so that the new Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such earliest date by the fraction:
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Adjustment For Certain Issuances. (A) If, at any time (or from time to time) during the period beginning on the Issuance Date and ending on the second anniversary of the Issuance Date, the Company issues shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock, or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof, which is less than the Conversion Price in effect at the time of such issuance, then following such issuance the Conversion Price shall be reduced to the price per share that equals the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be converted or exercised. The provisions of this Section 4(c)(iii) shall be applicable to successive issuances of Common Stock and Common Stock Equivalents.
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Adjustment For Certain Issuances. (A) If at any time or from time to time the Company issues 500,000 or more shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than or equal to the lower of (x) $2.00 per share (such price to be subject to equitable adjustment for stock splits, stock dividends, reverse stock splits and recapitalizations and (y) the Conversion Price in effect at the time of such issuance, then following such issuance the Conversion Price shall be reduced to the price per share that equals:
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Adjustment For Certain Issuances. If, at any time or from time to time during the Conversion Price Adjustment Period, Comarco issues any Comarco Common Stock, except for any Excepted Issuances (as defined herein) (an “Issuance Transaction”) for consideration less than the Conversion Price then in effect at the time of such Issuance Transaction, then, and thereafter successively upon each additional Issuance Transaction during the Conversion Price Adjustment Period, the Conversion Price shall be reduced to such other lower price. For purposes of this adjustment, the issuance of any equity or debt instrument of Comarco, other than any Excepted Issuances, carrying the right to convert such security or debt instrument into Comarco Common Stock or of any warrant, right or option to purchase Comarco Common Stock (each of the foregoing, a “Common Stock Equivalent”) shall result in an adjustment to the Conversion Price upon the issuance of such Common Stock Equivalent if the conversion or exercise price (as the case may be) thereof is lower than the Conversion Price in effect upon such issuance of any such Common Stock Equivalent and again at any time upon any actual issuances of shares of Comarco Common Stock upon any exercise or conversion of such Common Stock Equivalent, provided that the price paid upon the actual issuance of shares of Common Stock on exercise or conversion of such Common Stock Equivalent, plus the consideration, if any, paid on or for the issuance of such Common Stock Equivalent, is lower than the Conversion Price in effect immediately prior to such exercise or conversion. Other than with respect to Excepted Issuances, Comarco Common Stock issued or issuable by Comarco for no consideration will be deemed issuable or to have been issued for $0.001 per share of Comarco Common Stock or, if the consideration paid for the shares in the Issuance Transaction cannot be determined at the time of issue, the adjustment contemplated hereby shall take place as soon as practicable after such consideration become determinable (whether during or after the Conversion Price Adjustment Period). Upon any reduction of the Conversion Price, the number of shares of Comarco Common Stock that the Lender shall thereafter be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Comarco Common Stock that would otherwise (but for the provisions of this Section 3.02(e)) be issuable on such exercise by a fraction of which (a) the numerator is the Conversion Pri...
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Adjustment For Certain Issuances. If, at any time after the date -------------------------------- hereof, pursuant to a transaction conducted for equity financing purposes, the Company shall issue or sell any additional shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock for a consideration per share or having a conversion price or exchange price, either initially or after any subsequent adjustment to such price (not including adjustments made in transactions referenced in subsections 9(a) and (b) of this Warrant), less than the then-applicable Purchase Price, such Purchase Price shall be reduced, as of the date of such issuance or sale, to a price equal to the consideration per share or conversion price or exchange price, whichever is applicable.
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Adjustment For Certain Issuances. (a) If at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents that are not registered for sale by the Company in such offering under the 1933 Act or issues shares of Common Stock or Common Stock Equivalents in an offering of a type commonly known as a PIPE or an equity line, in any such case in an amount which, together with all other offerings by the Company that would be integrated with such offering for purposes of Regulation D under the 1933 Act, results in gross proceeds to the Company of at least $250,000, and where 120% of the price per share at which the Company sells such shares of Common Stock or where 120% of the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to 120% of the lowest price per share at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. No adjustment shall be required to be made to the number of shares of Common Stock which may be issued upon exercise of this Warrant by virtue of the application of this Section 8.
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Adjustment For Certain Issuances. (A) In the event that the Company shall commit to issue or distribute securities, in any such case at a price per share (on an as converted basis with respect to any options, warrants or convertible securities) less than the Current Market Price per share (but more than the then applicable Conversion Price as described in Section 3(c)(ii)(B) below) on the earliest of (1) the date the Company shall enter into a firm contract for such issuance or distribution, (2) the record date for the determination of stockholders entitled to receive any such securities, if applicable, or (3) the date of actual issuance or distribution of any such securities (provided that the issuance of Common Stock upon the exercise of securities that are rights, warrants, options or convertible or exchangeable securities ("New Derivative Securities") will not cause an adjustment in the Conversion Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Conversion Price in effect immediately prior to such earliest date shall be adjusted so that the new Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such earliest date by the fraction:
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Adjustment For Certain Issuances. In the event the Company issues any New Securities or any Equity Securities in connection with a bona fide acquisition (whether by consolidation, merger, amalgamation, reorganization or otherwise) of any other Person (or assets of any other Person) (but other than any issuance of Equity Securities as equity incentives to employees of such Person in connection therewith) for a price per share less than the Conversion Price then in effect with respect to any Preferred Shares (or, if applicable, any Preferred Shares issuable pursuant to an exercise of any Warrant), as of the date of such issuance, the Conversion Price with respect to such Preferred Shares (or, if applicable, such Preferred Shares issuable pursuant to an exercise of any Warrant) shall be adjusted to be equal to the price per share for such New Securities or Equity Securities so issued.
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Related to Adjustment For Certain Issuances

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • Adjustment for Convertible Securities Issue If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

  • Adjustment for Reclassification, Exchange, or Substitution If the Common Stock (or Other Securities) issuable upon the exercise of this Warrant shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock (or Other Securities) into which this Warrant might have been exercised immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.

  • Adjustment for Rights Issue If the Company distributes any rights, --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

  • Adjustment for Stock Split All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

  • Adjustment for Stock Splits, etc Wherever in this Agreement there is a reference to a specific number of shares, then upon the occurrence of any subdivision, combination, or stock dividend of such shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination, or stock dividend.

  • Adjustment for Stock Splits STOCK SUBDIVISIONS OR COMBINATIONS OF SHARES. The Purchase Price of this Warrant shall be proportionally decreased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or other subdivision of the Company's Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall be proportionally decreased to reflect any reverse stock split, consolidation or combination of the Company's Common Stock.

  • Adjustment for Common Stock Issue If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:

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