Adjustments for Dilutive Issuances. The number of shares of Common Stock for which the Shares are convertible shall be adjusted from time to time in accordance with Section C.4(d) of Article FOURTH of the Certificate as if the Shares were issued and outstanding on and as of the date of any such required adjustment
Adjustments for Dilutive Issuances. In the event of the issuance (a "Dilutive Issuance") by the Company, after the Issue Date of the Warrant, of securities of the same class or series as the Shares at a price per share less than the Exercise Price, or securities which are convertible into or exercisable or exchangeable for Common Stock at a Common Stock per share exercise or conversion price or exchange rate that is less than the Exercise Price in effect at such date, then the number of shares of Common Stock issuable upon conversion of the Shares shall be adjusted in accordance with the provisions (the "Provisions") of the Series E Preferred Stock of the Company as set forth in the Certificate of Incorporation and in effect on the Issue Date of this Warrant. The Company agrees that the Provisions shall not be restated, amended, modified or waived in any manner such that the Holder hereof is treated differently than other holders of the Series E Preferred Stock (as holders of Series E Preferred Stock). Under no circumstances shall the aggregate Exercise Price payable by the Holder upon exercise of the Warrant increase as a result of any adjustment arising from a Dilutive Issuance.
Adjustments for Dilutive Issuances. The Company acknowledges that if it were to issue any Common Stock or other class of capital stock of the Company ("Shares") for a consideration that is less than the Exercise Price per Share on the date of issuance, or if it were to grant any rights to subscribe for or purchase, or any options for the purchase of, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder.
(i) Upon any Dilutive Issuance, the number of Warrant Shares (as defined below) issuable pursuant to this Warrant, and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5.
(ii) The number of Warrant Shares shall be adjusted as follows:
(A) The number of Warrant Shares issuable pursuant to this Warrant shall be adjusted to be equal to the product obtained by multiplying the number of Warrant Shares issuable pursuant to this Warrant immediately before the sale by a fraction, the numerator of which shall be the product of (x) the total number of Shares outstanding on a fully diluted basis immediately after the issuance or sale, multiplied by (y) the Exercise Price per Share immediately before the issuance or sale, and the denominator of which shall be the sum of (i) the total number of Shares outstanding on a fully diluted basis immediately before the issuance or sale, multiplied by the Exercise Price per Share immediately before the issuance or sale, plus (ii) the total amount of the consideration received by the Company upon the issuance or sale, and
(B) The Exercise Price per Warrant Sh...
Adjustments for Dilutive Issuances. (i) For the purposes of this Section 7(c), the following terms shall have the following definitions.
Adjustments for Dilutive Issuances. (i) For the purposes of this section 2(b), “New Securities” means all Ordinary Shares (directly or in the form of ADSs), Options or Convertible Securities issued by the Company after the Issuance Date other than (i) the convertible notes or warrants of the Company issued to the Holder in accordance with the Purchase Agreement, (ii) any Ordinary Shares issued upon the exercise of such convertible notes or warrants, (iii) with respect only to the three-year period from the Issuance Date, any Ordinary Shares, Options or Convertible Securities that are issued under the Employee Incentive Plan in the amount up to 15% of the Company’s total outstanding and issued shares on a fully-diluted and converted basis and (iv) with respect to any Extension Period, all Ordinary Shares, Convertible Securities and Options that are issued under the Employee Incentive Plan.
Adjustments for Dilutive Issuances. The Conversion Price (as defined in the Certificate) with respect to the Class is subject to adjustment for Dilutive Issuances (as defined in the Certificate) in accordance with Section 7(e)(i) of Part A of Article III of the Certificate.
Adjustments for Dilutive Issuances. Except as otherwise provided in Section 2(f) and Section 2(g) hereof, if prior to the Expiration Date, the Company issues or sells, or in accordance with Section 2(f) is deemed to have issued or sold, any shares of Common Stock for no consideration (other than a stock split or stock dividend) or for a consideration per share less than the Warrant Price (as then in effect) (a "Dilutive Issuance"), then effective immediately upon such Dilutive Issuance (which shall include the actual number of shares outstanding plus all shares issuable upon the conversion or exercise of all outstanding convertible securities, warrants and options), the adjusted Warrant Price will be equal to the quotient obtained by dividing (A) the then current Warrant Price multiplied by the sum of (i) the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus (ii) the quotient of the aggregate consideration, calculated as set forth in Section 2(f), received by the Company upon such Dilutive Issuance divided by the then current Warrant Price; by (B) the total number of shares of Common Stock deemed outstanding immediately after the Dilutive Issuance which shall include the actual number of shares outstanding plus all shares issuable upon the conversion or exercise of all outstanding convertible securities, warrants and options.
Adjustments for Dilutive Issuances. In the event of the issuance (a "Diluting Issuance") by the Company, after the Issue Date of this Warrant, of Class A Common Stock at a price per share less than the Exercise Price or securities convertible into Class A Common Stock at a conversion price per share less than the Exercise Price, then the number of Shares issuable upon exercise of this Warrant, shall be adjusted as a result of Diluting Issuances in accordance with that certain Antidilution Agreement dated as of the date of this Warrant, by and between Holder and the Company. Under no circumstances shall the aggregate Exercise Price payable by Holder upon exercise of this Warrant increase as a result of any adjustment arising from a Diluting Issuance.
Adjustments for Dilutive Issuances. If, at any time while this Warrant is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or other securities 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 rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower 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), then the Exercise Price shall be reduced to equal the Base Exercise Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 3(d) in respect of an Exempt Issuance. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 3(d) shall be calculated as if all such securities were issued at the initial closing.
Adjustments for Dilutive Issuances. After the Effective Date, if the Company shall issue or sell any Units (as actually issued or, pursuant to Section 2.1(c)(vi) below, deemed to be issued) for a consideration per Unit less than the Series A Preferred Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale the Series A Preferred Conversion Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying such prior Series A Preferred Conversion Price by a fraction, the numerator of which shall be the number of Units outstanding immediately prior to such issue or sale plus the number of Units which the aggregate consideration received by the Company for the total number of Units so issued or sold would purchase at such prior Series A Preferred Conversion Price, and the denominator of which shall be the number of Units outstanding immediately prior to such issue or sale plus the number of Units so issued or sold.
