Adjustments for Certain Dilutive Issuances Sample Clauses

Adjustments for Certain Dilutive Issuances. If at any time, the Company issues or sells any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company for a consideration per share) for a price (the “Applicable Price”) that is less than $2.10 per share of Common Stock (the foregoing, a “Dilutive Issuance”), then concurrently with such Dilutive Issuance (1) the Exercise Price shall be reduced to be equal to the Applicable Price and (2) the number of shares acquirable by exercise of this Warrant shall be increased such that the calculation of the Aggregate Exercise Price in the event that the Warrant is exercised in whole (the “Maximum Aggregate Exercise Price”) immediately prior to such Dilutive Issuance shall be equal (after taking into account the aforementioned adjustment in Exercise Price pursuant to this Section 3(d)) to the Maximum Aggregate Exercise Price after giving effect to such Dilutive Issuance. For purposes of this paragraph, the Applicable Price shall be the equal to the lowest amount of consideration (but not less than $.01) received or receivable by the Company with respect to any one share of Capital Stock issued or issuable in a Dilutive Issuance. If such consideration is other than cash, the fair market value of such consideration shall be determined by mutual agreement of the Company and the Holder. If the Company and the Holder cannot reach a mutual agreement as to the value of such consideration within three (3) Business W02-WEST:1TLD1\401096460.7 Days of the Dilutive Issuance, the fair market value shall be determined at the Company’s expense by an independent, reputable third-party appraiser that is selected by the Holder. The Company shall cause such appraiser to take all commercially reasonable efforts to perform the determination and notify the Company of the results within ten (10) Business Days from the time the disputed determination is first submitted to such appraiser. Such appraiser’s determination shall be binding upon all parties absent demonstrable error. The foregoing paragraph notwithstanding, the Holder shall have no right to any adjustment, pursuant to this Section 3(d), in either the Exercise Price or the number of Warrant Shares to be obtained upon exercise of this Warrant, to the extent that a Dilutive Issuance arises in connection with the issuance of Common Stock by the Company to non-Affiliates for cash in a transaction that (i) is approved by the majority of the Independent Directors and (ii) involves...
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Adjustments for Certain Dilutive Issuances. 2.2.1 If, during the period commencing on the Effective Date and ending on the five (5) year anniversary of the Effective date, WebGain issues (or is deemed to issue pursuant to Section 2.2.4) shares of Class A Common Stock or shares of any other class of Common Stock ("Additional Shares") to an Independent Investor without consideration or for consideration per share of less than $2.8125 (appropriately adjusted for any stock dividends, splits, recapitalizations or similar events), WebGain shall promptly thereafter issue such number of additional shares of Class A Common Stock (the "Antidilution Adjustment Shares") as is equal to the difference between (i) $25,312,500 divided by the Effective Dilutive Price and (ii) 9,000,000 (appropriately adjusted for any stock dividends, splits, recapitalizations or similar events). In no event shall the number of Antidilution Adjustment Shares exceed 7,000,000 (appropriately adjusted for any stock dividends, splits, recapitalizations or similar events).
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Adjustments for Certain Dilutive Issuances. The number of shares of Common Stock for which this Warrant is exercisable and the exercise price shall be subject to adjustment from time to time as set forth in this Section 4.
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Adjustments for Certain Dilutive Issuances 
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Related to Adjustments for Certain Dilutive Issuances

  • Dilutive Issuances For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Adjustments for Stock Splits The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.

  • Adjustments for Stock Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or Preferred Stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

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

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

  • Adjustments for Reclassification, Exchange and Substitution Subject to Section 3 above (“Liquidation Rights”), if the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, each holder of such Preferred Stock shall have the right thereafter to convert such shares of Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon conversion of such series of Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

  • Adjustments for Stock Splits and Combinations If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date) effect a split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Maker shall at any time or from time to time after the Closing Date (but whether before or after the Issuance Date), combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.4(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

  • Adjustments for Combinations, Etc If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased.

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