Common use of Adjustment of Conversion Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Conversion Price upon Issuance of Common Stock. If the Company, at any time while this Note is outstanding issues or sells, or in accordance with this Section 5(b) is deemed to have issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)), the following shall be applicable:

Appears in 1 contract

Samples: Slinger Bag Inc.

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Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Company, at any time while this Note is outstanding Subscription Date the Company issues or sells, or in accordance with this Section 5(b7(a) 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 IssuanceExcluded Securities 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 Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)7(a), the following shall be applicable:

Appears in 1 contract

Samples: Ads in Motion, Inc.

Adjustment of Conversion Price upon Issuance of Common Stock. If on or after the Company, at any time while this Note is outstanding Subscription Date the Corporation issues or sells, or in accordance with this Section 5(b8(a) is deemed to have issued or sold, any shares of Common Stock (Stock, including the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyCorporation, but excluding any Exempt IssuanceExcluded Securities (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 Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, including determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)8(a), the following shall be applicable:

Appears in 1 contract

Samples: Exchange Agreement (GridIron BioNutrients, Inc.)

Adjustment of Conversion Price upon Issuance of Common Stock. If So long as all or any portion of the Note remains outstanding, if and whenever on or after the Issuance Date the Company, at except for any time while this Note is outstanding Exempt Issuance, issues or sells, or in accordance with this Section 5(b6(a) is deemed to have issued or sold, any Common Stock (including the issuance or sale shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price (such lower price the “Base Conversion Price”) in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, then immediately after such Dilutive Issuance, the Conversion Applicable Price then in effect shall be reduced to an amount equal to 115% of the New Issuance Base Conversion Price. Notwithstanding the foregoing, no adjustments shall be made under this Section 6 with respect to any Exempt Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)6(a), the following shall be applicable:.

Appears in 1 contract

Samples: Victory Electronic Cigarettes Corp

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Adjustment of Conversion Price upon Issuance of Common Stock. If Except in respect of any Exempt Issuance, if and whenever on or after the Company, at any time while this Note is outstanding Original Issue Date the Corporation issues or sells, or in accordance with this Section 5(b7(e) is deemed to have issued or sold, any 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) Corporation for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the greater of the New Issuance Price and the Floor Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b7(e)), the following shall be applicable:: (i)

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Media Solutions, Inc.)

Adjustment of Conversion Price upon Issuance of Common Stock. If Subject to the CompanyExchange Agreement, at any time while this Note is outstanding if and whenever on or after the Issuance Date, the Company issues or sells, or in accordance with this Section 5(b7(a) 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 shares of Common Stock deemed to have been issued or sold by the Company in connection with any Exempt IssuanceExcluded Security) for a consideration per share (the “New Issuance Price”"NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then, then immediately after such Dilutive Issuance, Issuance the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 5(b)7(a), the following shall be applicable:

Appears in 1 contract

Samples: Securities Exchange Agreement (Charys Holding Co Inc)

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