Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company issues or sells, or in accordance with this Section 3.1 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following shall be applicable:
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Tonix Pharmaceuticals Holding Corp.), Common Stock Purchase Warrant (Tonix Pharmaceuticals Holding Corp.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)date hereof, the Company issues or sells, or in accordance with this Section 3.1 5 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Conversion Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Conversion Price and the New Issuance Price consideration per share under this Section 3.15(e)), the following shall be applicable:: Issuance of Options. If the Company in any manner grants or sells any options (other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such option for such price per share. For purposes of this Section 5(e)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option and (y) the lowest exercise price set forth in such option for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 5(e)(ii), the "lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any Options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 5(e), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issue or sale. Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such options or Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5(e)(iii), if the terms of any option or Common Stock Equivalent that was outstanding as of the date of issuance of this Note are increased or decreased in the manner described in the immediately preceding sentence, then such option or Common Stock Equivalent and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 5(e) shall be made if such adjustment would result in an increase of the Conversion Price then in effect. (iv) Calculation of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the "Primary Security", and such option and/or Common Stock Equivalent and/or Adjustment Right, the "Secondary Securities"), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 5(e)(i) or 5(e)(ii) above, as applicable) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such option, if any, (II) the fair market value (as determined by the Holder) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Common Stock Equivalent, if any, in each case, as determined on a per share basis in accordance with this Section 5(e)(iv). If any shares of Common Stock, options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.
Appears in 2 contracts
Samples: Convertible Security Agreement (Emerald Medical Applications Corp.), Convertible Security Agreement (Emerald Medical Applications Corp.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time following the Stockholder Approval Date and whenever on or after while this Warrant is outstanding (such period, the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3.1 3(b), is deemed to have issued or sold, any shares of Common Stock and/or or Common Stock Equivalents (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 soldIssuance) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Base Share Price, provided that, the Exercise Price will not be less than $0.02 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Issuance PriceDate). “Exempt Issuance” means If a Dilutive Issuance occurs prior to the issuance Stockholder Approval Date, the Exercise Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of (a) Common StockStockholder Approval in accordance with this Section 3(b), options or other equity awards to employees, officers, consultants, members as if such Dilutive Issuance had occurred following receipt of its strategic advisory board, or directors of Stockholder Approval. If the Company pursuant enters into a Variable Rate Transaction (as defined below), the Company shall be deemed to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into have issued shares of Common Stock or shares of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or issuable and outstanding on exercised. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the date of this Warrant; provided type described in Sections 3(a) through (e)) that such securities have not been amended since could result in a decrease in the date of this Warrant to increase net consideration received by the number of such securities Company in connection with, or to decrease the exercise pricewith respect to, exchange price or conversion price of such securities (including, without limitation, any cash settlement rights, cash adjustment or other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as similar rights). “restricted securitiesVariable Rate Transaction” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is issuing securities primarily based upon, and/or varies with, the trading prices of or quotations for the purpose shares of raising capital Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an entity whose primary business is investing in securitiesequity line of credit, but excluding an “at-the-market offering”, whereby the Company may issue securities at a future determined price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 2 contracts
Samples: Security Agreement (Greenwave Technology Solutions, Inc.), Common Stock Purchase Warrant (Greenwave Technology Solutions, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company issues or sellsany Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or in accordance with this Section 3.1 is deemed to have issued otherwise dispose of or sold, issue any shares of Common Stock and/or or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyEquivalents, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration at an effective price per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the Company sells securities as a unit, any warrant included in the unit shall be reduced deemed to have an amount effective price equal to its exercise price and any common stock include in the unit shall be deemed to have an effective price equal to the New Issuance Price. “Exempt Issuance” means unit price and if the issuance holder of (a) the Common StockStock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or other equity awards rights per share which are issued in connection with such issuance, be entitled to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into receive shares of Common Stock issuedat an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(a) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(a), indicating therein the applicable issuance price, or issuable applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(a), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. The Company shall have no right to voluntarily lower the exercise or conversion price of any security outstanding on the date of this Warrant; provided that such securities have not been amended since issuance of the date of this Warrant to increase below the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (Exercise Price other than in connection accordance with stock splits or combinations) or to extend the term terms of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by security without the approval of holders of a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following shall be applicable:Warrants.
Appears in 2 contracts
Samples: Warrant Agency Agreement (Synthetic Biologics, Inc.), Warrant Agency Agreement (Synthetic Biologics, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary date of the Initial Exercise Date), issuance of a Warrant the Company issues or sells, or in accordance with this Section 3.1 4.2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (as defined below and 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 of such Warrant in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposepurpose (provided that issuances to consultants and members of its strategic advisory board shall be issued as "restricted securities" (as defined in Rule 144) and carry no registration rights and shall not exceed an aggregate of 150,000 shares (subject to adjustment for any stock splits or recapitalizations following date hereof) in any three-month period), by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these the Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable issued and outstanding on the date of this Warrantthe Warrants; provided that such securities have not been amended since the date of this Warrant the Warrants to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the issue date of this such Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.14.2), the following shall be applicable:
Appears in 2 contracts
Samples: Warrant Agreement (Applied Dna Sciences Inc), Warrant Agreement (Applied Dna Sciences Inc)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time while this Warrant is outstanding and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)unexpired, the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3.1 3 is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Warrant Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Warrant Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Warrant Price then in effect shall be reduced to an amount equal to the New Issuance Price. The term “Exempt IssuanceExcluded Securities” means the issuance shall mean (i) shares of (a) Common StockStock and/or restricted stock, options restricted stock units, options, warrants or other Common Stock purchase rights or other equity awards compensation and the Common Stock issued pursuant to such restricted stock, restricted stock units, options, warrants or other rights issued or to be issued after the date hereof to employees, officers, consultants, members of its strategic advisory boardofficers or directors of, or directors of consultants or advisors to the Company or any subsidiary, pursuant to any stock purchase, stock option plans, stock incentive plans, or option plan or employee stock purchase plan duly adopted for such purpose, other arrangements that are approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, ; (bii) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedissued upon the conversion or exercise of Options or Convertible Securities that are outstanding as of the Initial Issue Date, including this Warrant or issuable and any other similar warrants outstanding on the date of this Warrant; Initial Issue Date, provided that the conversion or exercise price of any such securities have Options or Convertible Securities is not been lowered, none of such Options or Convertible Securities are amended since the date of this Warrant to increase the number of shares issuable thereunder and none of the terms or conditions of any such securities Options or to decrease Convertible Securities are otherwise changed in any manner that adversely affects the exercise price, exchange price or conversion price of such securities Holder (other than in connection with any stock splits split or combinationscombination); (iii) or as to extend the term Series A Convertible Preferred Stock of the Company, dividends payable pursuant to Section 3 of the Company’s Certificate of Designations of Series A Convertible Preferred Stock, as may be amended from time to time (such securitiesdividend in (b), the “Series A Dividends”); and (civ) securities issued pursuant to acquisitions or strategic transactions transactions, or a series of transactions, approved by a majority of the disinterested directors of the Company; , provided that such securities shall not in the aggregate represent more than 10% of the total voting power of all voting securities of the Company and, provided, further, such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within during the 90 days of day period following the date of this Warrant Initial Issue Date, and provided that any such issuance shall only be to a Person person (or to the equityholders of a Personperson) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but in each case as determined in good faith by the Board of Directors of the Company. For the avoidance of doubt, Excluded Securities shall not include securities issued in a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Warrant Price and the New Issuance Price under this Section 3.13.4), the following shall be applicable:
Appears in 2 contracts
Samples: Security Agreement (Lazydays Holdings, Inc.), Security Agreement (Lazydays Holdings, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Issuance Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3.1 2 is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means Notwithstanding anything to the issuance contrary contained herein, this Section 2(b) of this Warrant shall not apply to any issuances of Common Stock under the February 2024 Notes (aas defined in the Purchase Agreement (as defined in this Warrant)) Common Stockor the issuance, options vesting, and/or exercise of options, warrants, restricted stock, restricted stock units, or other equity awards common stock purchase rights issued to employees, officers, consultants, members of its strategic advisory board, officers or directors of the Company for compensatory purposes pursuant to any stock or purchase plan, stock option plan, equity incentive plan or employee stock purchase other plan duly adopted for such purpose, or arrangement approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered Company. Notwithstanding anything to the Companycontrary contained herein, in no event shall the Exercise Price be adjusted to less than $[ ] (bsubject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date per share pursuant to this Section 2(b) of this Warrant; provided that such securities have not , unless and until the Shareholder Approval has been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesobtained. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.12(b)), the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Subscription Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company issues or sells, or in accordance with this Section 3.1 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale (or deemed issuance or sale) of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance shares of Common Stock issued or sold (or deemed to have been issued or sold) by the Company in connection with any Excluded Securities for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Market Price in effect per share of the Common Stock immediately prior to such issuance or sale (or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”sale) (the foregoing a “"Dilutive Issuance”"), then immediately upon such Dilutive Issuance, the Exercise Price then in effect number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such Dilutive Issuance shall be reduced increased (but in no event decreased) to an amount a number of Warrant Shares equal to the New product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such Dilutive Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority fraction (which shall in no event be less than one):
(i) the numerator of which shall be the non-employee members number of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on Deemed Outstanding immediately after such Dilutive Issuance; and
(ii) the date denominator of this Warrant; provided that such securities have not been amended since which shall be the date sum of this Warrant to increase (A) the number of shares of Common Stock Deemed Outstanding immediately prior to such securities or to decrease Dilutive Issuance plus (B) the exercise priceaggregate number of shares of Common Stock which the aggregate amount of consideration, exchange price or conversion price of if any, received by the Company upon such securities (other than in connection with stock splits or combinations) or to extend Dilutive Issuance would purchase at the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority Market Price per share of the disinterested directors of the Company; provided that Common Stock immediately prior to such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price number of Warrant Shares under this Section 3.12(a), the following shall be applicable:
Appears in 1 contract
Samples: Subscription Agreement (SMTC Corp)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise DateIf, and prior to _______, 2021 at any time while this Warrant is outstanding (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues or sells, or in accordance with this Section 3.1 3(e) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options Options and/or Convertible Securities (i) reserved for issuance under the Company’s equity incentive plans or other equity awards issued to employees, officersconsultants or service providers as compensation or consideration in the ordinary course of business, consultants(ii) issued pursuant to agreements, members of its strategic advisory boardOptions, Convertible Securities or directors Adjustment Rights (as defined below) existing as of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposedate hereof, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following shall be applicable:the
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Lm Funding America, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time following the Stockholder Approval Date and whenever on or after while this Warrant is outstanding (such period, the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3.1 3(b), is deemed to have issued or sold, any shares of Common Stock and/or or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Base Share Price, provided that, the Exercise Price will not be less than $0.042 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Issuance PriceDate). “Exempt Issuance” means If a Dilutive Issuance occurs prior to the issuance Stockholder Approval Date, the Exercise Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of (a) Common StockStockholder Approval in accordance with this Section 3(b), options or other equity awards to employees, officers, consultants, members as if such Dilutive Issuance had occurred following receipt of its strategic advisory board, or directors of Stockholder Approval. If the Company pursuant enters into a Variable Rate Transaction (as defined below), the Company shall be deemed to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into have issued shares of Common Stock or shares of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or issuable exercised. “Excluded Securities” means any issuance of shares of Common Stock, restricted share units, Options, warrants and/or Convertible Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and outstanding on the underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans; provided, that with respect to consultants only, such issuances do not exceed 1 million shares of Common Stock (as adjusted for stock splits, reverse stock splits, stock dividends, stock combinations and similar events) in any 12 month period, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise pricehereof, exchange price or conversion price of such securities (other than in connection with stock splits or combinationsiii) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith or (iv) to which a majority-in-interest of Holders of the Warrants consent in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, but excluding an “at-the-market offering”, whereby the Company may issue securities at a future determined price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Greenwave Technology Solutions, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or From the date hereof until the later of (a) two (2) years after the Initial Exercise DateIssuance Date or (b) the date there are no Qualified Holders (such period, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3.1 3(f), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, restricted share units, Options and/or Convertible Securities (i) under the Company’s current or issuable future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and the underlying shares of Common Stock ) in exchange for Options issued under the Company’s equity incentive plans, subject to a limitation of 15% of shares of Common Stock outstanding on as of the Issuance Date, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of shares of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Bruush Oral Care Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 date of issuance (the second anniversary of the Initial Exercise “Issuance Date”), the Company issues or sells, or in accordance with this Section 3.1 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any securities contemplated in the definition of “Exempt Issuance Issuance” (as defined in the Purchase Agreement) 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 issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance (or, if earlier, at the time of the announcement of such Dilutive Issuance), the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. As used herein, “Exempt IssuanceCommon Stock Equivalents” means any securities of the issuance of (a) Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, options including, without limitation, any debt, preferred stock, right, option, warrant or other equity awards to employees, officers, consultants, members of its strategic advisory board, instrument that is at any time convertible into or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedfor, or issuable and outstanding on otherwise entitles the date of this Warrant; provided that such securities have not been amended since the date of this Warrant holder thereof to increase the number of such securities or to decrease the exercise pricereceive, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesCommon Stock. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.13(b)), the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Cannabics Pharmaceuticals Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 date of issuance (the second anniversary of the Initial Exercise “Issuance Date”), the Company issues or sells, or in accordance with this Section 3.1 2(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposepurpose (provided that issuances to consultants and members of its strategic advisory board shall be unregistered and carry no registration rights and shall not exceed an aggregate of 150,000 shares (subject to adjustment for any stock splits or recapitalizations following date hereof) in any three-month period), by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable issued and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.12(b)), the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Applied Dna Sciences Inc)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, date of the Securities Purchase Agreement and on or prior to _______, 2021 (the second anniversary of the Initial Exercise Issuance Date), the Company issues or sells, or in accordance with this Section 3.1 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded 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 Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means If and whenever after the issuance second anniversary of (a) Common Stockthe Issuance Date, options the Company issues or other equity awards to employees, officers, consultants, members of its strategic advisory boardsells, or directors of the Company pursuant in accordance with this Section 2 is deemed to have issued or sold, any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued(including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or issuable sold or deemed to have been issued or sold) for a New Issuance Price less than the Applicable Price, then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the product of (A) the Exercise Price in effect immediately prior to such Dilutive Issuance and outstanding on (B) the date quotient determined by dividing (1) the sum of this Warrant; provided that (I) the product derived by multiplying the Exercise Price in effect immediately prior to such securities have not been amended since the date of this Warrant to increase Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such securities or to decrease Dilutive Issuance plus (II) the exercise priceconsideration, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securitiesif any, and (c) securities issued pursuant to acquisitions or strategic transactions approved received by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such Dilutive Issuance by (II) the Company additional benefits in addition to the investment number of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose shares of raising capital or to an entity whose primary business is investing in securitiesCommon Stock Deemed Outstanding immediately after such Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3.12(b)), the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (China Shen Zhou Mining & Resources, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary date of the Initial Exercise Date), issuance of a Warrant the Company issues or sells, or in accordance with this Section 3.1 4.2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (as defined below and 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 of such Warrant in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposepurpose (provided that issuances to consultants and members of its strategic advisory board shall be unregistered and carry no registration rights and shall not exceed an aggregate of 150,000 shares (subject to adjustment for any stock splits or recapitalizations following date hereof) in any three-month period), by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these the Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable issued and outstanding on the date of this Warrantthe Warrants; provided that such securities have not been amended since the date of this Warrant the Warrants to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the issue date of this such Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.14.2), the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Issue Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company issues or sells, or in accordance with this Section 3.1 8(e) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding (i) any Exempt Issuance Excluded Securities (as defined in that certain Series A Warrant to Purchase Common Stock issued by the Company to Capital Ventures International on April 4, 2012 (the “CV Warrant”)) issued or sold or deemed to have been issued or soldsold and (ii) any securities issued or sold or deemed to have been issued or sold pursuant to that certain Securities Purchase Agreement dated as of April 4, 2012 between Capital Ventures International and the Company or any instrument, agreement or document contemplated thereby, that certain Senior Convertible Note dated April 4, 2012 issued by the Company in favor of Capital Ventures International, or the CV Warrant) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (, and the foregoing a “Dilutive Issuance”) (such number being appropriately adjusted to reflect the occurrence of any event described in Section 8(a)), then then, immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance product of (aA) Common Stock, options or other equity awards to employees, officers, consultants, members the Applicable Price and (B) the quotient determined by dividing (1) the sum of its strategic advisory board, or directors (I) the product derived by multiplying the Applicable Price and the number of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedDeemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, or issuable and outstanding on if any, received by the date of this Warrant; provided that Company upon such securities have not been amended since Dilutive Issuance, by (2) the date of this Warrant to increase product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price Price, the consideration per share and the New Issuance Price under this Section 3.18(e)), the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (American Superconductor Corp /De/)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or the Company at any time after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company Issuance Date issues or sells, or in accordance with this Section 3.1 is deemed to have issued or sold, sells any shares of Common Stock and/or Common Stock Equivalents (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 Excluded 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 Exercise Price in effect immediately prior to such issuance or sale or deemed issuance issue or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of this Warrant Agreement, “Exempt IssuanceExcluded Securities” means the issuance of shall mean (a) shares of Common Stock, Stock or options or other equity awards issuable to employees, officers, consultantsdirectors, members of its strategic advisory board, consultants or directors advisors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority the board of the non-employee members directors of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, and (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other any securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable issued and outstanding on the date of this Warrant; Issuance Date, provided that such securities have not been amended since the date of this Warrant Issuance Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes the avoidance of doubt, no adjustment to the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following 4.2 shall be applicable:accompanied by any adjustment in the number of Warrant Shares to be delivered upon exercise of any Warrant.
Appears in 1 contract
Samples: Warrant Agency Agreement (Enerpulse Technologies, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time while this Warrant is outstanding and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)unexpired, the Company grants, issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3.1 3 is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Warrant Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Warrant Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Warrant Price then in effect shall be reduced to an amount equal to the New Issuance Price. The term “Exempt IssuanceExcluded Securities” means the issuance of shall mean (ai) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedand/or restricted stock, restricted stock units, options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such restricted stock, restricted stock units, options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or issuable and consultants or advisors to the Company or any subsidiary, pursuant to stock purchase, stock option plans, stock incentive plans, or other arrangements that are approved by the board of directors of the Company; (ii) shares of Common Stock issued upon the conversion or exercise of Options or Convertible Securities that are outstanding as of the Initial Exercise Date, including this Warrant or any other similar warrants outstanding on the date of this Warrant; Initial Exercise Date, provided that the conversion or exercise price of any such securities have Options or Convertible Securities is not been lowered, none of such Options or Convertible Securities are amended since the date of this Warrant to increase the number of shares issuable thereunder and none of the terms or conditions of any such securities Options or to decrease Convertible Securities are otherwise changed in any manner that adversely affects the exercise price, exchange price or conversion price of such securities Holder (other than in connection with any stock splits split or combinations) or to extend the term of such securities, combination); and (ciii) securities issued pursuant to acquisitions or strategic transactions transactions, or a series of transactions, approved by a majority of the disinterested directors of the Company; , provided that such securities shall not in the aggregate represent more than 10% of the total voting power of all voting securities of the Company and, provided, further, such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within during the 90 days of day period following the date of this Warrant Initial Exercise Date, and provided that any such issuance shall only be to a Person person (or to the equityholders of a Personperson) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but in each case as determined in good faith by the Board of Directors of the Company. For the avoidance of doubt, Excluded Securities shall not include securities issued in a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For the avoidance of doubt, the provisions of this Section 3.4 shall not apply to any shares issued pursuant to that certain Agreement and Plan of Merger dated August 31, 2022, by and among the Company, Gelato Intermediate, LLC, Gelato Merger Sub, Inc., Advanced Comfort Technologies, Inc., and X. Xxxxx Xxxxxxxx. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Warrant Price and the New Issuance Price under this Section 3.13.4), the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after From the Initial Exercise Date, and prior to _______, 2021 date hereof until the date that is the two (the second 2) year anniversary of the Initial Exercise DateDate (the “Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (i) under the Company’s current or other future equity awards incentive plans or issued to employees, officersdirectors, consultantsconsultants or officers as compensation or consideration in the ordinary course of business, members including any issuance of its strategic advisory board, or directors of Options (and the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into underlying shares of Common Stock issuedStock) in exchange for Options issued under the Company’s equity incentive plans, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or issuable and outstanding on Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Innovative Eyewear Inc)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time from and whenever on or after the Initial Exercise Date, Nasdaq Stockholder Approval Date and prior to _______, 2021 while this Warrant is outstanding (the second anniversary of the Initial Exercise Date"Adjustment Period"), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the applicable Floor Price. “Exempt Issuance” "Excluded Securities" means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (each as defined in the Notes) (i) under the Company's current or other future equity awards incentive plans or issued to employees, officers, consultants, members service providers, directors or officers as compensation or consideration in the ordinary course of its strategic advisory boardbusiness, or directors including any issuance of Options (and the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted underlying shares of Common Stock) in exchange for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Options issued under the Company's equity incentive plans; provided, (b) securities issuable upon that the exercise or exchange issuances to consultants and service providers shall be limited to Common Stock and Options and the aggregate number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, and/or issuable upon exercise of Options, shall not exceed 1,000,000 shares (as adjusted for any stock dividend, stock split, stock combination, reclassification or issuable similar transaction relating to the Common Stock after the Amendment and outstanding on Exchange Date), in any twelve month period, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiariesSubsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. "Adjustment Right" means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) and (b)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). "Floor Price" means, (i) prior to the Nasdaq Stockholder Approval Date, $0.22. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Volcon, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), date hereof the Company issues or sells, or in accordance with this Section 3.1 13.4 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Conversion Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), other than distributions covered by Section 13.6, then immediately upon such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal a price determined in accordance with the following formula: R1 = R × OS + A Where: R1 = the Conversion Price in effect immediately after such Dilutive Issuance; R = the Conversion Price in effect immediately prior to such Dilutive Issuance; OS = the New Issuance Price. “Exempt Issuance” means the issuance number of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or issuable and upon conversion or exchange of Convertible Securities (excluding the Notes) outstanding on immediately prior to such issue (to the date of this Warrantextent such Options or Convertible Securities have an exercise or conversion price below R); provided that such securities have not been amended since the date of this Warrant to increase A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such securities or Dilutive Issuance had been issued at a price per share equal to decrease R (determined by dividing the exercise price, exchange price or conversion price aggregate consideration received by the Company in respect of such securities (other than in connection with stock splits or combinations) or to extend issue by R); and B = the term number of such securities, and (c) securities shares of Common Stock issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or deemed to the equityholders of a Personhave been issued) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Conversion Price under this Section 3.1)13.4, the following shall be applicable:
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If For a period commencing on the Issuance Date and whenever ending on or after the Initial Exercise Expiration Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), if the Company issues or sells, or in accordance with this Section 3.1 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as herein defined) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes of this Warrant, “Exempt IssuanceExcluded Securities” means shall refer to the issuance of (ai) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedor standard options to purchase Common Stock to directors, officers, employees or consultants of the Company or any of its Subsidiaries in their capacity as such pursuant to an Approved Share Plan (as defined below) (it being expressly understood and agreed that lawyers, law firms, accountants, accounting firms and other similar professional advisors and professional advisory firms are not consultants), provided that (A) all such issuances (taking into account the shares of Common Stock issuable and outstanding on upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 1,629,622 shares of this Warrant; provided that Common Stock (adjusted for stock splits, stock combinations and other similar transactions) and (B) the exercise price of any such securities have options is not been lowered, none of such options are amended since the date of this Warrant to increase the number of shares issuable thereunder and none of the terms or conditions of any such securities options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to decrease purchase Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the exercise pricedate hereof, exchange price or provided that the conversion price of any such securities Convertible Securities (other than in connection with stock splits or combinations) or standard options to extend the term of such securities, and (c) securities purchase Common Stock issued pursuant to acquisitions or strategic transactions approved an Approved Share Plan that are covered by a majority clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the disinterested directors terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the CompanyBuyers; provided (iii) shares of Common Stock issued pursuant to a bona fide firm commitment underwritten public offering with a nationally recognized underwriter that such securities are issued as generates gross proceeds to the Company in excess of $25,000,000 (but expressly excluding “restricted securitiesat-the-market offerings” (as defined in Rule 144 415(a)(4) under the Securities 1933 Act) and carry no registration rights “equity lines of credit”); (iv) shares of Common Stock issued in connection with strategic alliances, strategic mergers and acquisitions and strategic partnerships, provided that require (A) the primary purpose of such issuance is not to raise capital as determined in good faith by the Buyers, (B) the purchaser or permit acquirer of such shares of Common Stock in such issuance solely consists of either (1) the filing actual participants in such strategic alliance or strategic partnership, (2) the actual owners of such assets or securities acquired in such merger or acquisition or (3) the stockholders, partners or members of the foregoing Persons, (C) the number or amount (as the case may be) of such shares of Common Stock issued to such Person by the Company shall not be disproportionate to such Person’s actual participation in such strategic alliance or strategic partnership or ownership of such assets or securities to be acquired by the Company (as applicable) and (D) all such issuances of Common Stock after the date hereof pursuant to this clause (iv) do not, in the aggregate, exceed more than 3,259,244 shares of Common Stock (adjusted for stock splits, stock combinations and other similar transactions); (v) standard warrants to purchase Common Stock and the shares of Common Stock issuable upon exercise of such warrants issued solely to placement agents solely as compensation for services rendered to the Company in their capacity as such, provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such warrants) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 1,629,622 shares of Common Stock (adjusted for stock splits, stock combinations and other similar transactions), (B) the exercise price of any registration statement such warrants is not lower than the Exercise Price (as defined in connection therewith within 90 days the Warrants) and (C) the exercise price of any such warrants is not lowered, none of such warrants are amended to increase the number of shares issuable thereunder and none of the date terms or conditions of this Warrant and provided that any such issuance shall only be to a Person warrants are otherwise materially changed in any manner that materially adversely affects any of the Buyers; (or to vi) the equityholders Warrant Shares, (vii) the New Warrants and (viii) the Warrant Shares (each of a Personthe foregoing in clauses (i) through (viii), collectively the “Excluded Securities”). “Approved Share Plan” means any employee benefit plan which is, itself or through its subsidiaries, an operating company or an owner has been approved by the board of an asset in a business synergistic with the business directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and shall provide standard options to purchase Common Stock may be issued to any employee, officer, director or consultant for services provided to the Company additional benefits or any of its Subsidiaries in addition to the investment their capacity as such. “Convertible Securities” means any capital stock or other security of funds, but shall not include a transaction in which the Company or any of its Subsidiaries that is issuing securities primarily for at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the purpose holder thereof to acquire, any capital stock or other security of raising capital the Company (including, without limitation, Common Stock) or to an entity whose primary business is investing in securitiesany of its Subsidiaries. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3.12(b)), the following shall be applicable:
Appears in 1 contract
Samples: Warrant to Purchase Common Stock (Kandi Technologies Group, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise DateIf, and prior to _______, 2021 at any time while this Warrant is outstanding (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options Options and/or Convertible Securities (i) reserved for issuance under the Company’s equity incentive plans or other equity awards issued to employees, officersconsultants or service providers as compensation or consideration in the ordinary course of business, consultants(ii) issued pursuant to agreements, members of its strategic advisory boardOptions, Convertible Securities or directors Adjustment Rights (as defined below) existing as of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposedate hereof, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:: 4837-8026-3679.1
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Lm Funding America, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, date Shareholder Approval is obtained and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)deemed effective, the Company issues or sells, or in accordance with this Section 3.1 3(b) is deemed to have issued or sold, any shares of Common Stock and/or or Common Stock Equivalents (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 Issuances 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 issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be unchanged. “Exempt Issuance” means In the issuance of event a Dilutive Issuance occurs prior to the date Shareholder Approval is obtained and deemed effective, upon Shareholder Approval, (ai) Common Stock, options or other equity awards the Applicable Price shall be reduced to employees, officers, consultants, members of its strategic advisory board, or directors of an amount equal to the New Issuance Price based on such Dilutive Issuance that occurs prior to Shareholder Approval and (ii) within 3 Trading Days immediately following Shareholder Approval the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered shall issue to the Company, (b) securities issuable upon the exercise or exchange Holder such number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding Warrant Shares that would have been issued based on the date of this Warrant; provided that such securities have not been amended since the date New Issuance Price for any exercises of this Warrant that occur after such Dilutive Issuance and prior to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesShareholder Approval. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.13(b)), the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Meridian Waste Solutions, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company at any time Evergreen issues or sells, or in accordance with this Section 3.1 3.6(a)(ii) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyEvergreen, but excluding any Exempt Issuance issued or sold or Common Stock deemed to have been issued or soldsold by Evergreen in connection with any Excluded Security) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Set Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Set Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the issuance of any Common Stock issued or issuable or deemed to be issued in accordance with this Section 3.6(a)(ii) by Evergreen: (ai) Common Stockin connection with any employee benefit plan currently existing, options pursuant to which Evergreen’s securities may be issued to any employee, consultant, officer or other equity awards director for services provided to employees, officers, consultants, members of its strategic advisory board, or directors Evergreen; (ii) upon conversion of the Company Notes; (iii) pursuant to any stock contract, commitment, understanding or option plan or employee stock purchase plan duly adopted for such purpose, by a majority arrangement in effect as of the non-employee members date hereof and set forth on Schedule 2.1(c)(iii) of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the CompanyPurchase Agreement; (iv) upon conversion, (b) securities issuable upon the exercise or exchange of any Options or conversion Convertible Securities which are outstanding on the date hereof, provided that such issuance of these Warrants and/or other securities exercisable Common Stock upon exercise of such Options or exchangeable Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on the date hereof and such Options or Convertible Securities are not amended, modified or changed on or after the date hereof; and (v) in connection with any stock split, stock dividend, recapitalization or similar transaction by Evergreen for or convertible into which adjustment is made pursuant to Section 3.6(a)(i). Upon each such adjustment of the Set Price hereunder, the number of Conversion Shares shall be adjusted to the number of shares of Common Stock issued, or issuable and outstanding on determined by multiplying the date of this Warrant; provided that Set Price in effect immediately prior to such securities have not been amended since the date of this Warrant to increase adjustment by the number of such securities or to decrease the exercise price, exchange price or Conversion Shares acquirable upon conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant Note immediately prior to such adjustment and provided that any dividing the product thereof by the Set Price resulting from such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesadjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Set Price under this Section 3.1)3.6, the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary date of the Initial Exercise Date), Original Agreement the Company issues or sells, or in accordance with this Section 3.1 13.4 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Conversion Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Conversion Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), other than an issuance or sale or deemed issuance or sale covered by Section 13.5, then immediately upon such Dilutive Issuance, the Exercise Conversion Price then in effect shall be reduced to an amount equal a price determined in accordance with the following formula: R1 = R × OS + A Where: R1 = the Conversion Price in effect immediately after such Dilutive Issuance; R = the Conversion Price in effect immediately prior to such Dilutive Issuance; OS = the New Issuance Price. “Exempt Issuance” means the issuance number of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or issuable and upon conversion or exchange of Convertible Securities (excluding the Notes) outstanding on immediately prior to such issue (to the date of this Warrantextent such Options or Convertible Securities have an exercise or conversion price below R)); provided that such securities have not been amended since the date of this Warrant to increase A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such securities or Dilutive Issuance had been issued at a price per share equal to decrease R (determined by dividing the exercise price, exchange price or conversion price aggregate consideration received by the Company in respect of such securities (other than in connection with stock splits or combinations) or to extend issue by R); and B = the term number of such securities, and (c) securities shares of Common Stock issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or deemed to the equityholders of a Personhave been issued) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiessuch Dilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Conversion Price under this Section 3.1)13.4, the following shall be applicable:
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 date of issuance (the second anniversary of the Initial Exercise “Issuance Date”), the Company issues or sells, or in accordance with this Section 3.1 3(b) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) shares of Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposepurpose (provided that issuances to consultants and members of its strategic advisory board shall be unregistered and carry no registration rights and shall not exceed an aggregate of 500,000 shares (subject to adjustment for any stock splits or recapitalizations following date hereof) in any three-month period), by a majority of the non-employee members of the Board board of Directors directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable issued and outstanding on the date of this WarrantInitial Exercise Date; provided that such securities have not been amended since the date of this Warrant Initial Exercise Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant Initial Exercise Date and provided that any such issuance shall only be to a Person (or to the equityholders equity-holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.13(b)), the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Imperalis Holding Corp.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)while this Warrant is outstanding, the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (i) under the Company’s current or other future equity awards incentive plans or issued to employees, officersdirectors, consultantsconsultants or officers as compensation or consideration in the ordinary course of business, members including any issuance of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; Options provided that any such securities have not been amended since the date of this Warrant issued to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities consultants are issued as “restricted securities” (as defined in Rule 144 under the Securities Act144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days (and the underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date hereof, provided that such agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant and to increase the number of such securities or decrease the exercise price, exchange price or conversion price of such securities, (iii) issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after From the Initial Exercise Date, and prior to _______, 2021 date hereof until the date that is the two (the second 2) year anniversary of the Initial Exercise DateDate (the “Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (i) under the Company’s current or other future equity awards incentive plans or issued to employees, officersdirectors, consultantsconsultants or officers as compensation or consideration in the ordinary course of business, members including any issuance of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; Options provided that any such securities have not been amended since the date of this Warrant issued to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities consultants are issued as “restricted securities” (as defined in Rule 144 under the Securities Act144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days (and the underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date hereof, provided that such agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant and to increase the number of such securities or decrease the exercise price, exchange price or conversion price of such securities, (iii) issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Innovative Eyewear Inc)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 date of issuance (the second anniversary of the Initial Exercise “Issuance Date”), the Company issues or sells, or in accordance with this Section 3.1 is deemed to have issued or sold, sells any shares of Common Stock and/or Common Stock Equivalents (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 or issues any common stock equivalents with an exercise price or conversion price (in either case, the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means ; provided that the issuance foregoing shall not apply to the following: (i) shares of (a) Common StockStock issued by reason of a dividend, options stock split, split-up or other equity awards distribution on shares of Common Stock for which an adjustment is made pursuant to employeesSection 7(b) below, officers, consultants, members (ii) shares of its strategic advisory boardCommon Stock or options therefor issued to employees or directors of, or directors of consultants or advisors to, the Company pursuant to any stock a compensatory plan, agreement or option plan or employee stock purchase plan duly adopted for such purpose, arrangement approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, Company or (biii) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and convertible securities actually issued upon the exercise of options to purchase securities of the Company outstanding on the date hereof (and not taking into account any modification of the terms thereof following the date hereof) or shares of Common Stock actually issued upon the conversion or exchange of convertible securities of the Company outstanding on the date hereof (and not taking into account any modification of the terms thereof following the date hereof), including shares of Common Stock or common stock equivalents issued upon conversion of the Company’s existing Simple Agreement for Future Equity (SAFE) with Celsius provided such shares of Common Stock or common stock equivalents are issued at price representing no less than 85% of the Common Stock or common stock equivalent price utilized in the transaction triggering such issuance. Upon any such adjustment of the Exercise Price, the number of shares issuable upon exercise of this Warrant; provided Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. For the avoidance of doubt, the Company acknowledges and agrees that if at any time following the date hereof the Company issues any shares of Common Stock, common stock equivalents or other equity linked securities, other than any issuance specifically addressed in subclauses (i), (ii) or (iii) above (“Equity Securities”), and the consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to such securities have not been amended since Equity Securities shall be less than the Exercise Price then in effect on the date of this Warrant to increase issuance of such Equity Securities then the Exercise Price shall be adjusted as provided in Section 7(a) on the basis that (1) the maximum number of such securities or to decrease the exercise price, exchange price or conversion price additional shares of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued Common Stock issuable pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that any such securities are Equity Securities shall be deemed to have been issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant issuance of such Equity Securities and provided that (2) the consideration for any such additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance shall only be to a Person (or of such additional shares of Common Stock pursuant to the equityholders terms of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following shall be applicable:such Equity Securities.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Rhodium Enterprises, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or From the date hereof until the later of (a) two (2) years after the Initial Exercise DateIssuance Date or (b) the date no Qualified Holders hold any Warrants (such period, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3.1 3(f), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) shares of Common Stock, options restricted share units, Options and/or Convertible Securities (i) under the Company’s current or other future equity awards incentive plans or issued to employees, officersdirectors, consultantsconsultants or officers as compensation or consideration in the ordinary course of business, members including any issuance of its strategic advisory board, or directors Options (and the underlying shares of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted Common Stock) in exchange for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Options issued under the Company’s equity incentive plans, (b) securities issuable upon the exercise or exchange subject to a limitation of or conversion 25% of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedoutstanding as of the Issuance Date, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or issuable and outstanding on Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of shares of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Epien Medical, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time following the Stockholder Approval Date and whenever on or after while this Warrant is outstanding (such period, the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3.1 3(b), is deemed to have issued or sold, any shares of Common Stock and/or or Common Stock Equivalents (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 soldIssuance) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Base Share Price, provided that, the Exercise Price will not be less than $0.06 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Issuance PriceDate). “Exempt Issuance” means If a Dilutive Issuance occurs prior to the issuance Stockholder Approval Date, the Exercise Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of (a) Common StockStockholder Approval in accordance with this Section 3(b), options or other equity awards to employees, officers, consultants, members as if such Dilutive Issuance had occurred following receipt of its strategic advisory board, or directors of Stockholder Approval. If the Company pursuant enters into a Variable Rate Transaction (as defined below), the Company shall be deemed to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into have issued shares of Common Stock or shares of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or issuable and outstanding on exercised. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the date of this Warrant; provided type described in Sections 3(a) through (e)) that such securities have not been amended since could result in a decrease in the date of this Warrant to increase net consideration received by the number of such securities Company in connection with, or to decrease the exercise pricewith respect to, exchange price or conversion price of such securities (including, without limitation, any cash settlement rights, cash adjustment or other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as similar rights). “restricted securitiesVariable Rate Transaction” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is issuing securities primarily based upon, and/or varies with, the trading prices of or quotations for the purpose shares of raising capital Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an entity whose primary business is investing in securitiesequity line of credit, but excluding an “at-the-market offering”, whereby the Company may issue securities at a future determined price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Greenwave Technology Solutions, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time following the Stockholder Approval Date and whenever on or after while this Warrant is outstanding (such period, the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition), or, in accordance with this Section 3.1 3(b), is deemed to have issued or sold, any shares of Common Stock and/or or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such lower price, the “Base Share Price,” and such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Base Share Price, provided that, the Exercise Price will not be less than $0.06 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Issuance PriceDate). “Exempt Issuance” means If a Dilutive Issuance occurs prior to the issuance Stockholder Approval Date, the Exercise Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of (a) Common StockStockholder Approval in accordance with this Section 3(b), options or other equity awards to employees, officers, consultants, members as if such Dilutive Issuance had occurred following receipt of its strategic advisory board, or directors of Stockholder Approval. If the Company pursuant enters into a Variable Rate Transaction (as defined below), the Company shall be deemed to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into have issued shares of Common Stock or shares of Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or issuable exercised. “Excluded Securities” means any issuance of shares of Common Stock, restricted share units, Options, warrants and/or Convertible Securities (i) under the Company’s current or future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary course of business, including any issuance of Options (and outstanding on the underlying shares of Common Stock) in exchange for Options issued under the Company’s equity incentive plans; provided, that with respect to consultants only, such issuances do not exceed 1 million shares of Common Stock (as adjusted for stock splits, reverse stock splits, stock dividends, stock combinations and similar events) in any 12 month period, (ii) issued pursuant to agreements, Options, restricted share units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise pricehereof, exchange price or conversion price of such securities (other than in connection with stock splits or combinationsiii) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith or (iv) to which a majority-in-interest of Holders of the Warrants consent in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Sections 3(a) through (e)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, but excluding an “at-the-market offering”, whereby the Company may issue securities at a future determined price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Security Agreement (Greenwave Technology Solutions, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time following the Stockholder Approval Date and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)while this Warrant is outstanding, the Company grants, issues or sellssells (or enters into any agreement or publicly announces its intention to grant, issue or sell), or in accordance with this Section 3.1 2 is deemed to have granted, issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities granted issued or sold or deemed to have been granted 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 granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means If a Dilutive Issuance occurs prior to the issuance Stockholder Approval Date, the Exercise Price then in effect on the Stockholder Approval Date shall be immediately reduced upon receipt of (a) Common StockStockholder Approval in accordance with this Section 2(b), options or other equity awards to employees, officers, consultants, members as if such Dilutive Issuance had occurred following receipt of its strategic advisory board, or directors of Stockholder Approval. Simultaneously with any decrease in the Company Exercise Price pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposethis Section 2(b), by a majority the number of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable Warrant Shares that may be purchased upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase shall be increased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such securities or adjustment (without regard to decrease the any limitations on exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiescontained herein). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.12(b)), the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), Subscription Date the Company issues or sells, or in accordance with this Section 3.1 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the CompanyCompany and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any non-convertible security such as a non-convertible note, but excluding any Exempt Issuance issued or sold or shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Issuance (as defined in Section 15 below)) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance product of (aA) Common Stock, options or other equity awards the Exercise Price in effect immediately prior to employees, officers, consultants, members such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of its strategic advisory board, or directors (I) the product derived by multiplying the Exercise Price in effect immediately prior to such Dilutive Issuance and the number of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedDeemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, or issuable and outstanding on if any, received by the date Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such Dilutive Issuance by (II) the number of this Warrant; provided that shares of Common Stock Deemed Outstanding immediately after such securities have not been amended since Dilutive Issuance. Upon each such adjustment of the date Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to increase such adjustment and dividing the number of product thereof by the Exercise Price resulting from such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesadjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.12(a), the following shall be applicable:
Appears in 1 contract
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the date hereofthe Company issues or sells, or in accordance with this Section 3.1 3 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3.13(e)), the following shall be applicable:: i. Issuance of Options. If the Company in any manner grants or sells any options (other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such option for such price per share. For purposes of this Section 3(e)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option and (y) the lowest exercise price set forth in such option for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. ii.
Appears in 1 contract
Samples: Security Agreement (Emerald Medical Applications Corp.)
Adjustment Upon Issuance of Shares of Common Stock. If ---------------------------------------------------- and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), Subscription Date the Company issues or sells, or in accordance with this Section 3.1 2 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 shares of Common Stock deemed to have been issued or soldby the Company in connection with any Excluded Securities (as defined in the SPA Securities) for a consideration per share (the “New Issuance Price”"NEW ISSUANCE PRICE") less than a price (the "APPLICABLE PRICE") equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”"DILUTIVE ISSUANCE"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance product of (aA) the Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such Dilutive Issuance and the number of Common StockStock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, options or other equity awards if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to employees, officers, consultants, members such Dilutive Issuance by (II) the number of its strategic advisory board, or directors Common Stock Deemed Outstanding immediately after such Dilutive Issuance. Upon each such adjustment of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposeExercise Price hereunder, by a majority the number of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered Warrant Shares shall be adjusted to the Company, (b) securities issuable upon the exercise or exchange number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on determined by multiplying the date Exercise Price in effect immediately prior to such adjustment by the number of this Warrant; provided that such securities have not been amended since the date Warrant Shares acquirable upon exercise of this Warrant immediately prior to increase such adjustment and dividing the number of product thereof by the Exercise Price resulting from such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesadjustment. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.12(a), the following shall be applicable:
Appears in 1 contract
Samples: Securities Purchase Agreement (Charys Holding Co Inc)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time from and whenever on or after the Initial Exercise Date, Nasdaq Stockholder Approval Date and prior to _______, 2021 while this Warrant is outstanding (the second anniversary of the Initial Exercise Date"Adjustment Period"), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the applicable Floor Price. “Exempt Issuance” "Excluded Securities" means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (each as defined in the Amended and Restated Notes) (i) under the Company's current or other future equity awards incentive plans or issued to employees, officers, consultants, members service providers, directors or officers as compensation or consideration in the ordinary course of its strategic advisory boardbusiness, or directors including any issuance of Options (and the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted underlying shares of Common Stock) in exchange for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Options issued under the Company's equity incentive plans; provided, (b) securities issuable upon that the exercise or exchange issuances to consultants and service providers shall be limited to Common Stock and Options and the aggregate number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, and/or issuable upon exercise of Options, shall not exceed 1,000,000 shares (as adjusted for any stock dividend, stock split, stock combination, reclassification or issuable similar transaction relating to the Common Stock after the Amendment and outstanding on Exchange Date), in any twelve month period, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiariesSubsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. "Adjustment Right" means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) and (b)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). "Floor Price" means, (i) prior to the Nasdaq Stockholder Approval Date, $1.09 and (ii) from and after the Nasdaq Stockholder Approval Date, $0.22. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Volcon, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise DateIf, and prior to _______, 2021 at any time while this Warrant is outstanding (the second anniversary of the Initial Exercise Date"Adjustment Period"), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the applicable Floor Price. “Exempt Issuance” "Excluded Securities" means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (each as defined in the Amended and Restated Notes) (i) under the Company's current or other future equity awards incentive plans or issued to employees, officers, consultants, members service providers, directors or officers as compensation or consideration in the ordinary course of its strategic advisory boardbusiness, or directors including any issuance of Options (and the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted underlying shares of Common Stock) in exchange for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Options issued under the Company's equity incentive plans; provided, (b) securities issuable upon that the exercise or exchange issuances to consultants and service providers shall be limited to Common Stock and Options and the aggregate number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, and/or issuable upon exercise of Options, shall not exceed 1,000,000 shares (as adjusted for any stock dividend, stock split, stock combination, reclassification or issuable similar transaction relating to the Common Stock after the Amendment and outstanding on Exchange Date), in any twelve month period, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiariesSubsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (iv) to which the Required Holders consent in writing, or (v) any securities issued pursuant to that certain Registration Statement on Form S-1 (file no. 333-274800) (as amended and/or supplemented), including Common Stock, Pre-Funded Warrants, Series A Warrants and Series B Warrants (and the Common Stock underlying the Pre-Funded Warrants, Series A Warrants and Series B Warrants) (each of them as (i) may be amended, modified or revised from time to time, in each case with the consent of the Required Holders and/or (ii) may be exchanged for other securities of the Company from time to time, in each case with the consent of the Required Holders). "Adjustment Right" means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) and (b)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). "Floor Price" means $0.22. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Volcon, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If If, at any time from and whenever on or after the Initial Exercise Date, Nasdaq Stockholder Approval Date and prior to _______, 2021 while this Warrant is outstanding (the second anniversary of the Initial Exercise Date"Adjustment Period"), the Company issues or sells, or or, in accordance with this Section 3.1 3(e), is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the greater of (i) the New Issuance Price and (ii) the applicable Floor Price. “Exempt Issuance” "Excluded Securities" means the any issuance of (a) Common Stock, options restricted stock units, Options and/or Convertible Securities (each as defined in the Notes) (i) under the Company's current or other future equity awards incentive plans or issued to employees, officers, consultants, members service providers, directors or officers as compensation or consideration in the ordinary course of its strategic advisory boardbusiness, or directors including any issuance of Options (and the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted underlying shares of Common Stock) in exchange for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to Options issued under the Company's equity incentive plans; provided, (b) securities issuable upon that the exercise or exchange issuances to consultants and service providers shall be limited to Common Stock and Options and the aggregate number of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, and/or issuable upon exercise of Options, shall not exceed 1,000,000 shares (as adjusted for any stock dividend, stock split, stock combination, reclassification or issuable similar transaction relating to the Common Stock after the Amendment and outstanding on Exchange Date), in any twelve month period, (ii) issued pursuant to agreements, Options, restricted stock units, Convertible Securities or Adjustment Rights (as defined below) existing as of the date of this Warrant; hereof, provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and , provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiariesSubsidiaries, an operating company or an owner of an asset in a business synergistic complementary with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or (iv) to which the Holder consents in writing. "Adjustment Right" means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(e)) of Common Stock (other than rights of the type described in Sections 3(a) and (b)) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights). "Floor Price" means, (i) prior to the Nasdaq Stockholder Approval Date, $1.09 and (ii) from and after the Nasdaq Stockholder Approval Date, $0.22. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1)foregoing, the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Volcon, Inc.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Issue Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date), the Company issues or sells, or in accordance with this Section 3.1 8(e) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding (i) any Exempt Issuance Excluded Securities (as defined in that certain Series A Warrant to Purchase Common Stock issued by the Company to Capital Ventures International on April 4, 2012, as exchanged on October 9, 2013, (the “CV Warrant”)) issued or sold or deemed to have been issued or soldsold and (ii) any securities issued or sold or deemed to have been issued or sold pursuant to that certain Securities Purchase Agreement dated as of April 4, 2012, as amended by the Amendment and Exchange Agreement, dated December 20, 2012 and by the Second Amendment and Warrant Exchange Agreement, dated October 9, 2013, between Capital Ventures International and the Company or any instrument, agreement or document contemplated thereby, that certain Senior Convertible Note dated April 4, 2012, as exchanged on December 20, 2012 and further amended on October 9, 2013, issued by the Company in favor of Capital Ventures International, or the CV Warrant) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (, and the foregoing a “Dilutive Issuance”) (such number being appropriately adjusted to reflect the occurrence of any event described in Section 8(a)), then then, immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance product of (aA) Common Stock, options or other equity awards to employees, officers, consultants, members the Applicable Price and (B) the quotient determined by dividing (1) the sum of its strategic advisory board, or directors (I) the product derived by multiplying the Applicable Price and the number of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issuedDeemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, or issuable and outstanding on if any, received by the date of this Warrant; provided that Company upon such securities have not been amended since Dilutive Issuance, by (2) the date of this Warrant to increase product derived by multiplying (I) the Applicable Price by (II) the number of shares of Common Stock Deemed Outstanding immediately after such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securitiesDilutive Issuance. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price Price, the consideration per share and the New Issuance Price under this Section 3.18(e)), the following shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (American Superconductor Corp /De/)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise Date, and prior to _______, 2021 (the second anniversary of the Initial Exercise Date)date hereof, the Company issues or sells, or in accordance with this Section 3.1 3 is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “"Applicable Price”") (the foregoing a “"Dilutive Issuance”"), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt Issuance” means the issuance of (a) Common Stock, options or other equity awards to employees, officers, consultants, members of its strategic advisory board, or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3.13(e)), the following shall be applicable:: i. Issuance of Options. If the Company in any manner grants or sells any options (other than options that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such option for such price per share. For purposes of this Section 3(e)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option and (y) the lowest exercise price set forth in such option for which one share of Common Stock is issuable upon the exercise of any such options or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such option minus (2) the sum of all amounts paid or payable to the holder of such option (or any other Person) upon the granting or sale of such option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Common Stock Equivalents upon the exercise of such options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. ii. Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the "lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof" shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale. iii.
Appears in 1 contract
Samples: Security Agreement (Emerald Medical Applications Corp.)
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Initial Exercise DateIf, and prior to _______, 2021 at any time while this Warrant is outstanding (the second anniversary of the Initial Exercise Date“Adjustment Period”), the Company issues or sells, or in accordance with this Section 3.1 3(e) is deemed to have issued or sold, any shares of Common Stock and/or Common Stock Equivalents (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 Excluded Securities (as defined below) 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 issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately upon after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Exempt IssuanceExcluded Securities” means the any issuance of (a) Common Stock, options Options and/or Convertible Securities (i) reserved for issuance under the Company’s equity incentive plans or other equity awards issued to employees, officersconsultants or service providers as compensation or consideration in the ordinary course of business, consultants(ii) issued pursuant to agreements, members of its strategic advisory boardOptions, Convertible Securities or directors Adjustment Rights (as defined below) existing as of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purposedate hereof, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities issuable upon the exercise or exchange of or conversion of these Warrants and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued, or issuable and outstanding on the date of this Warrant; provided that such securities agreements, Options, Convertible Securities or Adjustment Rights have not been amended since the initial issuance date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (ciii) securities issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets, reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are issued as “restricted securities” (as defined in Rule 144 under the Securities Act) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within 90 days of the date of this Warrant and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3.1), the following shall be applicable:of
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Lm Funding America, Inc.)
