ADJUSTMENTS FOR DILUTIVE ISSUANCES; PERFORMANCE MILESTONES; RECLASSIFICATION Sample Clauses

ADJUSTMENTS FOR DILUTIVE ISSUANCES; PERFORMANCE MILESTONES; RECLASSIFICATION. The number of Warrant Shares to which the Holder would otherwise be entitled upon exercise of this Warrant, until and as adjusted from time to time pursuant to this Section 4.3 or any other provision of this Warrant, shall be equal to the product obtained by multiplying (y) the number of Warrant Shares which such Holder is then entitled to purchase hereunder, BY (z) the Applicable Conversion Rate (determined below). Notwithstanding the foregoing, if the Corporation fails to employ a Chief Operating Officer, with the intent to promote such Chief Operating Officer to Chief Executive Officer, or a Chief Executive Officer, each of whom meet the employment requirements set forth in the Series D Purchase Agreement, prior to one (1) year after the Issue Date, then the number of Warrant Shares to which the holder hereof shall be entitled upon exercise of this Warrant shall be equal to the product obtained by multiplying (x) the number of Warrant Shares which such Holder is then entitled to purchase hereunder BY (y) the Applicable Conversion Rate (as determined below) BY (z) 1.25. The conversion rate in effect at any time (the "APPLICABLE CONVERSION RATE") shall equal the quotient obtained by DIVIDING (A) $3.20 (subject to proportionate adjustment for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event occurring with respect to the Series D Preferred Stock after the Issue Date), BY (B) the applicable conversion value then in effect (the "APPLICABLE CONVERSION VALUE"), calculated as hereinafter provided. The Applicable Conversion Value in effect as of the Issue Date, and until adjusted in accordance with the provisions of this Section 4.3, shall be $3.20.
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Related to ADJUSTMENTS FOR DILUTIVE ISSUANCES; PERFORMANCE MILESTONES; RECLASSIFICATION

  • 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 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 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 to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares of Series Preferred purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Adjustments for Stock Splits, Stock Dividends, etc If from time to time while this Agreement shall remain in force and effect there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of Shares shall be immediately subject to the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as such Shares.

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • 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 in Share Numbers and Prices In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number of shares or a price per share shall be amended to appropriately account for such event.

  • 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.

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