Adjustments for Diluting Issues Sample Clauses

Adjustments for Diluting Issues. In addition to the adjustment of the Conversion Prices provided above, the Conversion Price of the Class A-1 Preferred Stock shall be subject to further adjustment from time to time as follows:
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Adjustments for Diluting Issues. In addition to the adjustments of the Warrant Exercise Price provided above, the Warrant Exercise Price shall be subjected to further adjustment from time to time as follows (the main operative provision hereof is in Section 5(d)(iii) below):
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Adjustments for Diluting Issues. Adjustment to the ------------------------------- Conversion Prices, if any, as the Company's Board of Directors deems to be equitable and subject to the last sentence of this Section 12.4(d), shall be made in the event of any change in the outstanding shares of Company Securities by reason of any new issuance with an issue price per share less than or equal to the Conversion Price per share of the Preferred Shares then in effect (a "Dilutive Issuance"), it being understood that Dilutive Issuances shall not include issuances (i) upon conversion of shares of Preferred Stock or Class B Common Stock; (ii) to employees, consultants, officers or directors of the Company pursuant to a stock grant, stock option plan or stock purchase plan or similar benefit including without limitation upon the exercise of outstanding options; (iii) to any party in connection with a transaction or arrangement which has business purposes and benefits to the Company in the good faith judgement of the Board of Directors, including, but not limited to, an acquisition or merger, a strategic alliance or corporate partnering transaction, a vendor or customer agreement or an asset acquisition or disposition agreement. Any adjustment of the Conversion Prices shall be made by the Company's Board of Directors in the event of a Dilutive Issuance using a broad-based, weighted average, price-based antidilution formula which adjusts the Conversion Prices based upon a weighted average of the purchase prices of outstanding Company Securities and the newly issued Company Securities that result from a Dilutive Issuance. The determination of the Company's Board of Directors as to the amount (if any) of adjustment to the Conversion Prices in response to any Dilutive Issuance shall be final, binding and conclusive as to all Parties. Notwithstanding the foregoing, no adjustment to the Conversion Price of the Class B Common Shares under this Section 12.4(d) shall be made unless it is necessary and only to the extent necessary to maintain PeoplePC's ownership of Company Securities at 51% at any time.
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Adjustments for Diluting Issues. Except as provided in Section 4(e) above or for Excluded Shares (as defined below), if the Corporation shall issue any additional shares of Common Stock of any class for no consideration or at a price per share less than the Applicable Conversion Value in effect for each applicable series of Series Preferred Stock immediately prior to such issuance or sale, then in each such case such Applicable Conversion Value shall be reduced to such lower price.
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Adjustments for Diluting Issues. In the event TW UK shall at any time or from time to time issue, sell or exchange (i) any Ordinary Shares at a price per share, or (ii) any rights, options, warrants or convertible or exchangeable securities entitling the holders thereof to purchase Ordinary Shares at an exercise price per share (when aggregated with any price payable and actually paid for the grant of such right to purchase an Ordinary Share), less than the Warrant Exercise Price, the Warrant Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Warrant Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of Ordinary Shares outstanding immediately prior to such issuance or exercise price, sale or exchange plus the number of Ordinary Shares which the aggregate offering price of the total number of Ordinary Shares so issued or issuable would purchase at the Warrant Exercise Price per share (prior to adjustment), and of which the denominator shall be the number of Ordinary Shares outstanding immediately prior to such issuance, sale or exchange plus the number of additional Ordinary Shares so issued or issuable. Such adjustment shall be made successively whenever such an issuance, sale or exchange is made. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Warrant Exercise Price then in effect shall be readjusted to the Warrant Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.
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Adjustments for Diluting Issues. Adjustment to the number of Shares issuable on exercise hereof, if any, shall be made by dividing the Warrant Price by the Conversion Price for the Warrant (as determined and adjusted in accordance with this Section), if and to the extent the Company's Board of Directors deems it to be equitable to do so in the event of a Dilutive Issuance, as defined in Section 12.4(d) of the Shareholders Agreement. Any adjustment of the Conversion Price for the Warrant shall be made by the Company's Board of Directors in the event of a Dilutive Issuance by using a broad-based, weighted average, price-based antidilution formula, which (i) assumes that the number of Shares (as adjusted) issuable on exercise hereof is outstanding and such Shares have an Original Issue Price and Conversion Price equal to the same for the Series A Preferred Stock then in effect, and (ii) adjusts the Conversion Price based upon a weighted average of the purchase prices of outstanding Company Securities and the newly issued Company Securities that result from a Dilutive Issuance. The determination of the Company's Board of Directors as to the amount (if any) of adjustment to the Conversion Price in response to any Dilutive Issuance shall be final, binding and conclusive as to the holder hereof.
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Adjustments for Diluting Issues. In addition to the adjustment of the Purchase Price provided above, the Purchase Price shall be subject to further adjustment from time to time as follows:
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Adjustments for Diluting Issues 
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Related to Adjustments for Diluting Issues

  • 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.

  • 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.

  • 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.

  • Other Dilutive Events In case any event shall occur as to which the provisions of Section 3 or Section 4 hereof are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder in accordance with the essential intent and principles of such Sections, then, in each such case, the Board of Directors of the Company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to preserve, without dilution, the purchase rights represented by this Warrant.

  • ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares of stock or other property subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, subject to Section 5.3) to which Participant is entitled by reason of ownership of shares acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all shares originally acquired hereunder. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

  • 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 Share Splits, Etc Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

  • Adjustments for Capital Changes In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares effected without receipt or payment of consideration by the Company, a duly authorized representative of the Company shall adjust the number of Restricted Shares granted pursuant to the Plan and this Agreement to prevent dilution or enlargement of the rights granted to the Recipient.

  • Adjustment in Capitalization In the event of any change in the Common Stock through stock dividends or stock splits, a corporate split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee.

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