Adjustment for Certain Issuances of Common Stock. If the ------------------------------------------------ Company issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company (other than KIA V, L.P. and KEP V, L.P.) shares of its Common Stock or distributes to any Affiliate of the Company (other than KIA V, L.P. and KEP V, L.P.) any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to such Affiliates of the Company, then the Exercise Rate shall be adjusted in accordance with the formula: E = E x O + N ___________ O + N x P M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E E' where: E = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP = the Adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the per share price received and receivable by the Company in the case of any issuance or sale of Common Stock or rights, options or warrants as to which such adjustment is being made, inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution. For purposes of this Section 12(b), the term "Fully Diluted Shares" -------------------- shall mean (i) the shares of Common Stock outstanding as of a specified d...
Adjustment for Certain Issuances of Common Stock. If at any time during the Exercise Period the Company shall issue any shares of Common Stock, or shall issue any Common Stock Equivalents, for a consideration per share less than the Exercise Price then in effect immediately prior to the issuance of such Common Stock or Common Stock Equivalents, then, except as provided for in clause (iv) below, the Exercise Price in effect immediately prior to each such issuance shall be decreased to the amount determined in accordance with the following formula: Exercise Price = (P1 * Q1) + (P2 * Q2) where: P1 = the Exercise Price in effect immediately prior to such issuance. Q1 = the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to such issuance. P2 = the average price per share received by the Company upon such issuance (determined in accordance with clauses (ii) and (iii) below). Q2 = the number of shares of Common Stock and Common Stock Equivalents issued or sold, or deemed to have been issued or sold (in accordance with clause (iii) below) upon such issuance. No further adjustment to the Exercise Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise, conversion or exchange of any Common Stock Equivalents. For purpose of any adjustment of the Exercise Price pursuant to this Section 3(b), the following provisions shall be applicable:
(i) The per share consideration for the sale or issuance of Common Stock Equivalents shall be the price per share received by the Company before payment of commissions, discounts and other expenses. The value of any non-cash consideration received or receivable upon the sale or issuance of Common Stock or Common Stock Equivalents shall be determined in good faith by the Board.
(ii) In the case of the sale or issuance of Common Stock Equivalents, the per share consideration shall be determined by dividing the maximum number of shares of Common Stock issuable with respect to such Common Stock Equivalents into the aggregate consideration received by the Company upon the sale of issuance of such Common Stock Equivalents plus the minimum aggregate amount of any additional consideration receivable by the Company upon the conversion or exercise of such Common Stock Equivalents. Such maximum number of shares shall be deemed issued on the earlier of the payment date or record date for a distribution of Common Stock Equivalents.
(iii) If any Common Stock Equivalents included in adjustments under this Section 3(b) expi...
Adjustment for Certain Issuances of Common Stock. If the Company issues or sells to any holder of its Common Stock or any Affiliate of such holder or distributes to any holder or any Affiliate of such holder any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of any such holder of Common Stock to participate in such issuance, sale or distribution (the "Time of Determination"), the Exercise Rate shall be adjusted in accordance with the formula: and the Exercise Price shall be adjusted in accordance with the following formula: where: E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. EP' = the adjusted Exercise Price. EP = the Exercise Price immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of Fully Diluted Shares (as defined below) outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the offering price per share received in the case of any issuance or sale of Common Stock or rights, options or warrants inclusive of the exercise price per share of Common Stock payable upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution.
Adjustment for Certain Issuances of Common Stock. If at any time during the Exercise Period the Company shall issue any shares of Common Stock, or shall issue any Common Stock Equivalents, for a consideration per share less than the Exercise Price then in effect immediately prior to the issuance of such Common Stock or Common Stock Equivalents, then, except as provided for in clause (iv) below, the Exercise Price in effect immediately prior to each such issuance shall be decreased to the amount determined in accordance with the following formula: Exercise Price = (P1 * Q1) + (P2 * Q2) Q1 + Q2 where: P1 = the Exercise Price in effect immediately prior to such issuance. Q1 = the number of shares of Common Stock and Common Stock Equivalents outstanding immediately prior to such issuance. P2 = the average price per share received by the Company upon such issuance (determined in accordance with clauses (ii) and (iii) below). Q2 = the number of shares of Common Stock and Common Stock Equivalents issued or sold, or deemed to have been issued or sold (in accordance with clause (iii) below) upon such issuance. No further adjustment to the Exercise Price shall be made upon the subsequent issue of shares of Common Stock upon the exercise, conversion or exchange of any Common Stock Equivalents. For purpose of any adjustment of the Exercise Price pursuant to this Section 3(b), the following provisions shall be applicable:
Adjustment for Certain Issuances of Common Stock. Subject to Section 12(a), if the Company issues or sells shares of its Common Stock or distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock (other than pursuant to the exercise of the Warrants or issuance of Warrant Shares to a holder of LP Partnership Interests solely to accommodate such holder's right to elect to hold Warrant Shares corresponding to such underlying LP Partnership Interest in lieu of holding such LP Partnership Interest directly), at a price per share less than the Current Market Value at the Time of Determination, the Exercise Rate shall be adjusted in accordance with the formula: (0 + N) ------------ E(1) = E x 0 + (N x P) ------- M
Adjustment for Certain Issuances of Common Stock. If the Company issues or sells shares of its Common Stock or distributes any rights, options or warrants to any Person entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, at a price per share less than the Current Market Value at the Time of Determination, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N --------- O + N X P ----- M where: E' = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such issuance, sale or distribution. O = the number of shares of Common Stock outstanding immediately prior to the Time of Determination for any such issuance, sale or distribution. N = the number of additional shares of Common Stock issued, sold or issuable upon exercise of such rights, options or warrants. P = the consideration received in the case of any issuance or sale of Common Stock or rights, options or warrants inclusive of the exercise price per share of Common Stock upon exercise of such rights, options or warrants. M = the Current Market Value per share of Common Stock on the Time of Determination for any such issuance, sale or distribution.
(a) the exercise of the Warrants, (b) any options, warrants or rights to acquire Common Stock currently outstanding under, or subsequently granted or issued pursuant to, the Company's Equity Incentive Plan and Directors Plan, as such plans are in existence as of the date hereof, or other employee or director compensation plans approved by a majority of the independent directors of the board of directors of the Company, and (c) any options, warrants or rights to acquire Common Stock which options, warrants or rights are issued as part of a unit issued to investors consisting of such options, warrants or rights and debt securities of the Company, which unit is sold by the Company pursuant to a bona fide public offering registered under the Securities Act or pursuant to a bona fide transaction to initial purchasers who intend to immediately redistribute to purchasers such units pursuant to Rule 144A thereunder, in any case not to exceed options, warrants or rights exercisable for more than 3,000,000 shares of Common Stock (adjusted for any subdivision, combination or reclassification of the Common Stock) in the aggregate, and all such shares of Common Stock issued upon exercise of such options, warrants or rights. If at the end of the period during which any such rights, ...
Adjustment for Certain Issuances of Common Stock. (i) The conversion price of the Securities shall be adjusted to a price equal to the price or prices of any shares of Common Stock issued by the Company (the "Adjusted Conversion Price") on or after the date hereof; provided that there shall be no adjustment for any Common Stock issued on or after the earlier of October 31, 1997 or an Event of Default resulting in an acceleration of the Notes. The provisions of this subsection shall not apply retroactively to any Security which has been converted prior to the date of the adjustment.
(ii) In no event shall the provisions of this Agreement cause the conversion price, or the Adjusted Conversion Price, of any of the Securities to be increased.
(iii) In the event that on or after the date hereof the Company issues any securities convertible into or exercisable for Common Stock (the "Additional Securities"), the shares of Common Stock underlying the Additional Securities shall be deemed to have been sold by the Company at the respective conversion or exercise prices thereof; provided that if the conversion or exercise price of the underlying Common Stock is not then determinable or is based on future events, such shares of Common Stock shall not be deemed to be issued until the price is determinable or such event has occurred and the conversion or exercise price shall be subject to adjustment pursuant to subsection (a) above as a result of any such issuance occurring prior to April 16, 1998 at the time of such determination or the occurrence of such event even if the price is determined or such event occurs after such date.
Adjustment for Certain Issuances of Common Stock. If the Company ------------------------------------------------ issues or sells to any Affiliate (as defined in Section 12(d) hereof) of the Company shares of its Common Stock or distributes to any Affiliate of the Company any rights, options or warrants entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share less than the Current Market Value on the record date for determining entitlements of such Affiliates to participate in such issuance, sale or distribution (the "Time of Determination") and prior to --------------------- --- such issuance, sale or distribution the Company did not first offer to issue, sell or distribute such shares of its Common Stock or such rights, options or warrants or such securities convertible into or exchangeable for Common Stock to all holders of Common Stock on the same economic terms and on a pro rata basis with the issuance, sale or distribution to the Affiliates of the Company, then ---- the Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N --------------- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP'= EP x E --- E' where:
Adjustment for Certain Issuances of Common Stock. Subject to Section 12(a), if the Company issues or sells shares of its Common Stock or distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock (other than pursuant to (1) the exercise of and the Warrants, (2) any options, warrants or rights outstanding as of the date of this Agreement, (3) without limiting any options, warrants or rights outstanding pursuant to the immediately preceding clause (2), any directors, plans and employee stock option or purchase plans to the extent that the aggregate number of shares of Common Stock of the Company (or securities convertible into or exchangeable or exercisable for the Common Stock of the Company) distributed under all such directors, plans and employee stock option and purchase plans does not exceed 61,856 shares of the Company's Common Stock at any time (of which options to purchase 30,928 shares are currently outstanding)), at a price per share less than the Current Market Value at the Time of Determination, the Exercise Rate shall be adjusted in accordance with the formula: (0 + N) ----- El = E x 0 + (N x P) ----- M where: El = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination for any such distribution.
Adjustment for Certain Issuances of Common Stock. (i) If the Company issues or sells to any Person shares of its Common Stock or distributes any rights, options or warrants entitling any Person to purchase shares of Common Stock, or securities convertible into or exchangeable for Common Stock, in each case, at a price per share (determined, in the case of rights, options, war- rants or convertible or exchangeable securities ("Derivative Securities"), by dividing (x) the total consideration determined in accordance with Section 4(d) hereof, by (y) the total number of shares of Common Stock covered by such Derivative Securities) less than the Current Market Value on the date of such issuance, sale or distribution (the "Time of Determination"), the Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N --------- O + N x P ----- M and the Exercise Price shall be adjusted in accordance with the following formula: EP' = EP x E -- E' where:
