Adjustment for Dilutive Issuances. If the Company, at any time after the date of this Warrant, shall issue any shares of Common Stock or securities of the Company convertible into shares of Common Stock at a price per share of Common Stock less than the Exercise Price in effect immediately prior to such issuance, in any case other than an Excluded Issuance (as hereinafter defined) (a “Dilutive Issuance”), then, and in each such case, the Exercise Price shall be reduced to the effective per share price of the Common Stock in connection with such additional issuance of securities. The following shall be deemed “Excluded Issuances” for the purpose of this Section 4.3:
(a) The Company’s granting of stock options, and/or issuance of Common Stock upon exercise thereof, to directors, officers, employees or consultants of the Company pursuant to any benefit plan approved by the holders of a majority of the shares of Common Stock; and
(b) The issuance of shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock (and the shares of Common Stock issuable upon the conversion, exercise or exchange thereof) in connection with any future acquisition, merger or other business combination, purchase of assets or of all or a portion of a business or other strategic relationship entered, by the Company or any of its subsidiaries.
Adjustment for Dilutive Issuances. Without duplication of any adjustment otherwise provided for under this Section 7, the number of shares of Common Stock issuable upon conversion of the Warrant Shares issuable hereunder shall be subject to adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Warrant Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Class in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date (with respect to the Series C-3 Stock), or in effect as of the date (if any) on which the Class becomes the Next Financing Series) may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the Class.
Adjustment for Dilutive Issuances. If the Company, at any time after the date of this Warrant, shall issue any shares of Common Stock or securities of the Company convertible into shares of Common Stock at a price per share of Common Stock less than the Exercise Price in effect immediately prior to such issuance, in any case other than an Excluded Issuance (as hereinafter defined) (a “Dilutive Issuance”), then, and in each such case, the Exercise Price shall be reduced to the effective per share price of the Common Stock in connection with such additional issuance of securities.
Adjustment for Dilutive Issuances. (a) If the Company shall issue or sell after the Effective Date, in a single or series of transactions (the "Transaction"), $3 million or more of Ordinary Shares at an effective price per share below (the "Reduced Price") the Current Warrant Price, the Current Warrant Price shall be reduced to equal the Reduced Price; provided that any sales of Ordinary Shares within a three month period shall be deemed to be a single transaction for purposes of this Section 4.2(a); and provided, further that this adjustment shall only apply to the Company's first Transaction following the Effective Date.
(b) No adjustment of the Current Warrant Price pursuant to this Section 4.2 shall have the effect of increasing the Current Warrant Price above the Current Warrant Price in effect immediately prior to such adjustment.
(c) In the case of the issuance of Ordinary Shares for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(d) In the case of the issuance of Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board irrespective of any accounting treatment.
Adjustment for Dilutive Issuances. The Exercise Price and the ----------------------------------- number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows:
Adjustment for Dilutive Issuances. In addition to the adjustment --------------------------------- of the respective Conversion Prices provided in Sections 6(a), 6(b) and 6(c) above, the Conversion Price shall be subject to further adjustment from time to time as follows:
Adjustment for Dilutive Issuances. The number of shares of Common Stock issuable upon conversion of the Warrant Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Warrant Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Series D Preferred Stock in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Warrant Shares in exactly the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant Shares.
Adjustment for Dilutive Issuances. If, after the Closing, the Company issues additional equity securities for a per share consideration (the “Future Issuance Price”) less than the Purchase Price (as appropriately adjusted for stock splits, stock dividends and the like), then in such event, immediately prior to such issuance, each of the Sellers shall transfer such additional shares (on a post-split or post-stock dividend basis, if applicable) to Tiger in accordance with the following formula hereunder: Additional Shares = (X/Future Issuance Price) – (X/Purchase Price) X = amount of consideration received by such Seller for selling Shares to Tiger.
Adjustment for Dilutive Issuances. Except for (i) Excluded Stock; (ii) as expressly provided in Section 3.2; and (iii) as otherwise agreed in writing by the Holder, in the event the Company issues Common Stock or securities convertible into Common Stock (the “Additional Stock”) at a price less than the Warrant Price in effect immediately prior to such issuance, the Warrant Price and the Warrant Shares will be subject to adjustment as follows:
(a) the Warrant Price shall be adjusted on a broad-based weighted average basis determined by multiplying the Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Price and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional Stock; and (b) the Warrant Shares shall be adjusted to equal that number of shares equal to the quotient of $244,713.00 divided by the Warrant Price as adjusted pursuant to the immediately preceding subsection (a). The Warrant Price and the Warrant Shares will be adjusted for future subdivisions, combinations, reclassifications, or recapitalizations.
Adjustment for Dilutive Issuances. Additional shares of Common Stock shall be issued to the Investors from time to time as follows:
(a) If the Company shall issue, at any time and from time to time after the Closing Date to and including September __, 2003, any Dilutive Stock (as defined below) without consideration or for a consideration per share less than the Unit Price then on each such occasion the Company shall issue additional shares of Common Stock to each Investor as follows: NAS=(1.7173-PPSDS) x SCS ------------------- PPSDS
