Adjustment for Issue. or Sale of Common Stock at Less than Exercise Price. Except as provided in Section 11(b) or 11(e) below, if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with Sections 11(a)(1) through (9) be deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction"), the Exercise Price shall, subject to subsections (1) through (9) of this Section 11(a), be reduced to the Exercise Price (calculated to the nearest cent) determined by dividing: (i) an amount equal to the sum of (x) the product derived by multiplying the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Exercise Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by (ii) an amount equal to the sum of (x) the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of shares of Common Stock issued (or deemed to be issued in accordance with Sections 11(a)(1) through (9)) in connection with the Triggering Transaction.
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Samples: Warrant Agreement (Tv Filme Inc), Warrant to Purchase Common Stock (Tv Filme Inc), Warrant Agreement (Tv Filme Inc)
Adjustment for Issue. or Sale of Common Stock at Less than Exercise Market Price. Except as provided in Section 11(b) Paragraph 3.2 or 11(e) 3.5 below, if and whenever on or after the date of issuance hereof the Company shall issue or sell, or shall in accordance with Sections 11(a)(1subparagraphs 3.1(1) through to (9) ), inclusive, be deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Exercise Market Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale (the "Triggering Transaction"), the Exercise Purchase Price shall, subject to subsections subparagraphs (1) through to (9) of this Section 11(a)Paragraph 3.1, be reduced to the Exercise Purchase Price (calculated to the nearest tenth of a cent) determined by dividing:
(i) an amount equal to the sum of (x) the product derived by multiplying the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction by the Exercise Purchase Price then in effect, plus (y) the consideration, if any, received by the Company upon consummation of such Triggering Transaction, by
(ii) an amount equal to the sum of (x) the Number of Common Shares Deemed Outstanding immediately prior to such Triggering Transaction plus (y) the number of shares of Common Stock issued (or deemed to be issued in accordance with Sections 11(a)(1subparagraphs 3.1(1) through to (9)) in connection with the Triggering Transaction.
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