Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares Sample Clauses

Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. In the event the Company shall at any time after the relevant Original Issue Date issue Additional Ordinary Shares (including Additional Ordinary Shares deemed to be issued pursuant to Article 21(e)(iii)), without consideration or for a consideration per share less than the applicable Conversion Price in effect immediately prior to such issuance or deemed issuance, then each of the relevant Conversion Price shall be reduced, concurrently with such issuance or deemed issuance, to the consideration per share received by the Company for such issue or deemed issue of the Additional Ordinary Shares; provided that if such issuance or deemed issuance was without consideration, then the Company shall be deemed to have received par value for all such Additional Ordinary Shares issued or deemed to be issued.
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Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. In the event that after the Series A Original Issue Date the Company shall issue or shall have been deemed to issue Additional Ordinary Shares without consideration or for a consideration per share less than the Series A Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Series A Conversion Price shall (except as otherwise provided in this Section 1.5) be reduced, concurrently with such issuance, to a price equal to the price paid per share for such Additional Ordinary Share.
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Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. In the event the Company shall issue Additional Ordinary Shares (including Additional Ordinary Shares deemed to be issued pursuant to Article 16(f)(iii)) without consideration or for a consideration per share less than the Conversion Price in effect on the date of, and immediately prior, to such issue, then, and in such event, the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) equal to the amount of consideration per share received by the Company as a result of such issuance of Additional Ordinary Shares.
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Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. In the event that the Company shall issue Additional Ordinary Shares (including Additional Ordinary Shares deemed to be issued pursuant to Article 5.6(c)) for a consideration per share less than the applicable Conversion Price in respect of a Series A Preferred Share in effect on the date of and immediately prior to such issue, then and in such event, the applicable Conversion Price then in effect with respect to such Series A Preferred Share shall be adjusted in accordance with the following formula: CP2 = CP1 * (A+B) / (A+C) where: CP2 = the adjusted Conversion Price CP1 = the Conversion Price in effect immediately prior to the issuance of Additional Ordinary Shares A = Number of Ordinary Shares deemed to be outstanding immediately prior to the issuance of Additional Ordinary Shares (including all outstanding Ordinary Shares, all outstanding Preferred Shares on an as-converted basis, and all outstanding options on an as-exercised basis;
Sample 1
Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. (i) In the event the Company shall at any time after the Bond Original Issue Date but prior to and on the first anniversary of the Bond Original Issue Date issue Additional Ordinary Shares (including Additional Ordinary Shares deemed to be issued pursuant to Subsection 8.4(c)), without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be automatically reduced, concurrently with such issue, to a price equal to the consideration per Additional Ordinary Share in such issue.
Sample 1
Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares. Upon each bona fide issuance by the Company of any Additional Ordinary Shares (including Additional Ordinary Shares deemed to be issued pursuant to subarticle 5.3.3.1.5) at a price per share less than the Conversion Price, the Conversion Price of the Preferred Shares will be reduced to an amount equal to the existing Conversion Price multiplied by a fraction (i) the numerator of which is the sum of (A) the total number of shares of Ordinary Shares outstanding (on a fully-diluted basis after giving effect to all options and warrants to purchase Ordinary Shares and assuming the conversion into Ordinary Shares of all Preferred Shares or convertible securities) plus (B) the number of Additional Ordinary Shares that can be purchased at the existing Conversion Price for the total consideration received for the issuance of Additional Ordinary Shares and (ii) the denominator of which is the number of outstanding Ordinary Shares on a fully diluted basis and on an as converted basis, plus the number of Additional Ordinary Shares issued in the new issuance. The formula can be expressed algebraically as follows: P' = P x N + np/P -------- N + n where: N = Number of Ordinary Shares outstanding prior to the dilutive issuance of shares (on a fully-diluted basis after giving effect to all options and warrants to purchase Ordinary Shares and assuming the conversion into Ordinary Shares of all Preferred Shares or convertible securities) P = Conversion Price of the Preferred Shares prior to the dilutive issuance P'= New Conversion Price of the Preferred Shares after the dilutive issuance n= Number of Additional Ordinary Shares issued in the dilutive issuance
Sample 1

Related to Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows:

  • Adjustment of Conversion Price upon Subdivision or Combination of Common Stock If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to Section 4(d)(vii)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Adjustments for Issuance of Additional Shares of Common Stock In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.5(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (“Additional Shares of Common Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares of Common Stock.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

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