Common use of Adjustment for Common Stock Issue Clause in Contracts

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.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price 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: 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 Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additiona| additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (de) does not apply to: : (1) any of the transactions described in subsections (a), (b), (c) and (cd) of this Section 7, 8, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, for Common Stock, Stock the issuance of which caused an adjustment to be made under Section 8(f), (3) Common Stock issued to the Company's ’s employees (or employees of its subsidiaries) under bona fide employee benefit plans or other arrangements 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), e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 10% of the Common Stock issued upon outstanding at the exercise time of rights or warrants issued to the holders adoption of Common Stockeach such plan, exclusive of anti-dilution adjustments thereunder; (4) Common Stock issued to shareholders of any person which merges into the Company Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or (5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale together with one or more other securities as part of a firm commitment underwriting, Common Stock issued in unit at 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 issuedprice per unit.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: P - E' = E N’= N x O + M ------- A where: E' N’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber 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 current market price Last Reported Sale 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| 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 7, 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, 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 ’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), 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, , (4) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, for cash, (5) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm to non-affiliates of the National Association Company, including without limitation the issuance of Securities Dealers, Inc., equity as consideration or Common Stock issued as a dividend on any preferred stock in accordance with partial consideration for acquisitions from persons that are not affiliates of 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 issuedCompany.

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| 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: 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.

Adjustment for Common Stock Issue. (i) If the Company issues shares of Common Stock for a consideration per share less than (including Common Stock issued pursuant to the current market price per share on the date the Company fixes the offering price of such additional sharesPB Constructors SPA), then the Exercise Price shall be adjusted in accordance with so that, after such action (and giving effect to Section 8(g)), each Warrant shall be exercisable for the formula: P - E' = E x O + M ------- A where: E' = same percentage of the adjusted Exercise Price. E = outstanding Common Stock of the then current Exercise Price. O = Company, calculated on a fully-diluted basis (assuming the number exercise of shares all outstanding securities and rights convertible into or exchangeable or exercisable for Common Stock, including the Warrants), as such Warrant was exercisable for immediately prior to such issuance, or, if applicable, the issuance of record date for 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| sharesissuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. . (ii) This subsection (dSection 8(c) does shall not apply to: : (1) any of the transactions described in subsections (a) or (b) and (c) of this Section 7, 8, (2) the exercise of Warrants, (3) the issuance of Common Stock issued upon conversion, exchange or the conversion or exchange exercise of other securities convertible into, into or exchangeable or exercisable for, for Common Stock, the issuance of which convertible, exchangeable or exercisable securities requires an adjustment to be made under Section 8(d), or (4) the issuance of Common Stock (and Section 8(d) shall not apply to options exercisable therefor) issued to employees, officers or directors of the Company's employees Company or its subsidiaries 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 law (but only to the extent that (i) the per share exercise price of such options equals or exceeds the Fair Market Value per share of Common Stock would otherwise be covered by on the date of grant and (ii) the aggregate number of shares excluded hereby and issued after the date of this subsection Agreement shall not exceed 1.5% of the issued and outstanding Common Stock, on a fully-diluted basis (d), Common Stock issued upon assuming the exercise of all outstanding securities and rights convertible into or warrants issued to the holders of exchangeable for Common Stock, Common Stock including (x) the Initial Warrants and (y) the Additional Warrants issued to shareholders under Section 3(b) of any person which merges into the Company in proportion to their stock holdings Purchase Agreement), as of such person immediately prior to such mergerthe date of this Agreement). (iii) The provisions of this Section 8(c) and Section 8(d) below shall not apply to, upon such mergerand shall terminate upon, Common Stock issued in the completion of a bona fide public offering pursuant to a firm commitment underwriting; provided, Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of that the National Association of Securities Dealers, Inc., or Common Stock issued as a dividend on any preferred stock in accordance with net proceeds to the stated terms Company 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 issuedoffering exceed $100.0 million.

Adjustment for Common Stock Issue. If the Company Weekly Reader issues shares of Common Stock (other than pursuant to any Common Stock-related employee benefit plan or agreement of Weekly Reader approved by its Board of Directors) for a consideration per share less than the current market price Fair Value per share on the date the Company Weekly Reader fixes the offering price of such additional shares, the Exercise Price Exchange Ratio shall be adjusted in accordance with so that the formula: P - E' = E x O + M ------- A where: E' = holder of any Unit Common Stock thereafter shall be entitled to the adjusted Exercise Price. E = the then current Exercise Price. O = the aggregate number of shares outstanding immediately prior of Common Stock of Weekly Reader which will provide such holder the same economic interest in Weekly Reader as such holder would have had, had such Common Stock been issued at a price equal to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additiona| sharesshare. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. Notwithstanding the foregoing, no adjustment to the Exchange Ratio shall be made as a result of the issuance of shares of Weekly Reader Common Stock in bona fide public offerings that are underwritten or offerings in which a private placement agent is retained by Weekly Reader. This subsection (d) does not apply to: : (1) any of the transactions described in subsections (a), (b) and (c) of this Section 7, 9, (2) the exercise of Warrantswarrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, Common Stock, Common Stock for common stock the issuance of which caused an adjustment to be made under Section 9(e), (3) common stock issued to the CompanyWeekly Reader's employees (or employees of its subsidiaries) under bona fide employee benefit compensation plans or agreements with employees adopted by the its Board of Directors and approved by the holders of Common Stock when required by lawDirectors, if such Common Stock common stock would otherwise be covered by this subsection (d), Common Stock issued upon the exercise , (4) common stock of rights or warrants issued to the holders of Common Stock, Common Stock Weekly Reader issued to shareholders of any person which merges into Weekly Reader, as applicable, or with a subsidiary of the Company or Weekly Reader in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, Common Stock provided that if such person is an Affiliate of Weekly Reader the Board of Directors of Weekly Reader shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of Weekly Reader, stating that the consideration received in such merger is fair to Weekly Reader from a financial point of view, or (5) the issuance of shares of common stock of Weekly Reader pursuant to rights, options or warrants which were originally issued in a bona fide public offering pursuant to Non-Affiliate Sale (as defined below) together with one or more other securities as part of a firm commitment underwriting, Common Stock issued in unit at 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 issuedprice per unit.

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 + P ___ 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| 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 (a), (b) and (c) of this Section 7, 10, (2) the exercise of Warrants, or upon the issuance of any Common Stock which is issued pursuant to the exercise of any options, warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities described in subsection (e) of this Section 10, if an adjustment to the Exercise Price shall previously have been made hereunder upon the issuance of such options, warrants or other securities rights or upon the issuance of such convertible into, or exchangeable or exercisable for, Common Stock, securities. (3) Common Stock issued to the Company's employees employees, consultants or advisors 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), ) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock issued upon outstanding on a fully diluted basis at the exercise time of rights or warrants issued to the holders adoption of Common Stockany such plan, exclusive of anti-dilution adjustments thereunder and exclusive of the Warrants and Warrant Shares contemplated hereunder), (4) 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, provided the Board of Directors determines such merger is on fair and reasonable terms to the Company, (5) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, , (6) Common Stock issued upon the exercise of rights or warrants issued to holders of Common Stock to the extent an adjustment was made under subsection (b) of this Section 10, and (7) Common Stock issued to Persons who are not Affiliates of the Company in a bona fide private placement to, or through a placement agent which is, that 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 NASD (except to the instrument under which extent that any discount from the preferred stock was issuedcurrent market price attributable to restrictions on trans- ferability of the Common Stock, as determined in good faith by the Board of Directors, shall exceed 15%).

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the lower of the Exercise Price or 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| additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (db) does not apply to: : (1) any of the transactions described in subsections (a), (b) and or (c) of this Section 7, 13, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, for Common Stock, , (3) Common Stock issued to the Company's ’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), b) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock issued outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments thereunder), (4) Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, , (5) 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, , (6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, underwriting or (7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm (except to the extent that any discount from the current market price attributable to restrictions on transferability of the National Association Common Stock, as determined in good faith by the Board of Securities Dealers, Inc., or Common Stock issued as Directors and described in a dividend on any preferred stock in accordance Board resolution which shall be filed 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 issuedTrustee, shall exceed 25%).