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:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
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 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 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 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.
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 after the Original Issue Date 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 Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x A --- O + P - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one 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 current market price per share on the date of sale 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 Section 10(d) does not apply to the issuance of shares of Common Stock:
(1) in connection with any transaction of the type described in Section 10(a) above, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below,
(2) upon the exercise of any Warrants,
(3) upon the conversion of any Series B-1 Preferred Shares or Series C-1 Preferred Shares,
(4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement,
(5) upon the exercise of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved by the Board of Directors of the Company so long as the aggregate number of such shares of Common Stock does not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactions),
(6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares,
(7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as ...
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 (other than shares issued pursuant to a stock option plan for officers, directors and/or employees of the Company) 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 Rate shall be adjusted so that the Exercise Rate shall be determined by multiplying the number of Warrant Shares therefore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of such issuance (including the additional shares of Common Stock being issued) and the denominator of which shall be an amount equal to the sum of (i) the total number of shares of Common Stock outstanding immediately prior to such issuance plus (ii) the number of shares which the aggregate purchase price paid for the issuance would purchase at the Current Market Price per share of Common Stock on the date of issuance. 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 (w) any of the transactions described in subsections (a), (b) and (c) of this Section 12, (x) the exercise of the Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, (y) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (z) Common Stock issued to shareholders of any person that is not affiliated with the Company and that merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger.
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 additiona| 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: any of the transactions described in subsections (b) and (c) of this Section 7, the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, Common Stock, Common Stock issued to the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock, Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument under which the preferred stock was issued.
