Adjustment for Common Stock Issue Sample Clauses
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A ----- O + P - M where: N' = the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.
(a) does not apply to:
(1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock,
(2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business,
(3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting,
(4) Common Stock issued to the Holders,
(5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of ss. 423 of the Internal Revenue Code of 1986, as amended, and
(6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.
Adjustment for Common Stock Issue. If the Company issues shares of --------------------------------- Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Warrant Price shall be adjusted in accordance with the formula: P - W' = W x O + M ------ A Where: W' = the adjusted Warrant Price W = the then current Warrant Price 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 current market 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 after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 7.1 or
(2) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting or
(3) Shares of Common Stock issued pursuant to existing options or the exchange of convertible securities on the date hereof.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: E' = E x O + ( P) A where: E' = the adjusted Exercise Price. E = the Exercise Price immediately prior to the adjustment. 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 market 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:
(i) any of the transactions described in subsections (b) and (c) of this Section 10,
(ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock and that are outstanding on the date hereof,
(iii) shares of Common Stock issued to the Company's directors, employees and consultants under bona fide employee benefit plans adopted by the Board of Directors and approved by the stockholders of the Company when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof shall not exceed 5% of the Common Stock outstanding on a fully diluted basis at the time of the adoption of any such plan, exclusive of anti-dilution adjustments thereunder),
(iv) Common Stock issued to the Company's management pursuant to the Option Grant (as defined in the Subscription Agreement), or
(v) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting.
Adjustment for Common Stock Issue. If, after the date of this Agreement, the Company issues shares of Common Stock for a consideration per share less than the current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P O + ----- M E' = E x ----------- A
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: where:
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market 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 where:
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Specified Value per share on the date the Company fixes the offering price of such additional shares, the Warrant Number shall be adjusted in accordance with the following formula: where: Wʹ = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock. P = the aggregate consideration received for the issuance of such additional shares of Common Stock. M = the Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) shall not apply to any of the transactions described in subsection (a) of this Section 9 or for which an adjustment has been made pursuant to other provisions of this Section 9.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + M ------- A where: E'= the adjusted Exercise Price. E = the then current Exercise Price. 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 current market 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.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the conversion price shall be adjusted in accordance with the formula: O + P - M ----- C' = C x A where: C' = the adjusted conversion price.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Current Warrant Price shall be adjusted in accordance with the formula:
(1) = W * ((O * M) + P) / (A * M)
(1) = the adjusted Current Warrant Price. W = the then current Current Warrant Price. 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 current market 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.