Common use of Adjustments for Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, at any time within one (1) year following the Issuance Date (the “Full Ratchet Period”), issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(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 (the “New Conversion Price”), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii).

Appears in 6 contracts

Samples: Convertible Note Agreement (Juma Technology Corp.), Convertible Note Agreement (Juma Technology Corp.), Convertible Note Agreement (Juma Technology Corp.)

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Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, at any time within one (1) year following the Issuance Date (the Full Ratchet PeriodPeriod ”), issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (Additional Shares of Common StockStock ”), at a price per share less than the Conversion Price then in effect or without consideration (the New Conversion PricePrice ”), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii)) . No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii)) .

Appears in 1 contract

Samples: Convertible Note Agreement (Juma Technology Corp.)

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, at any time within one (1) year following the Issuance Date (the “Full Ratchet Period”), the Company shall issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(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 (the “New Conversion Price”), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii).

Appears in 1 contract

Samples: Convertible Promissory Note (Juma Technology Corp.)

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, at any time within one (1) year following the Issuance Date (the “Full Ratchet Period”), shall issue or sell any additional shares of common stock prior to the Mandatory Conversion Date (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(a3.5(a) or pursuant to Common Stock Equivalents (hereafter defined) or Common Stock 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 (the “New Conversion Price”), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi3.5(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii3.5(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi3.5(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii3.5(a)(vii).

Appears in 1 contract

Samples: Convertible Note (NovaRay Medical, Inc.)

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Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, Issuer shall at any time within one two (12) year years following the Issuance Date (the “Full Ratchet Period”), the Maker shall issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(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 (the “New Conversion Price”), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii).

Appears in 1 contract

Samples: Convertible Promissory Note (Juma Technology Corp.)

Adjustments for Issuance of Additional Shares of Common Stock. (1) In the event the Company shall, at any time within one two (12) year years following the Issuance Date (the "Full Ratchet Period"), the Company shall issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.6(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 (the "New Conversion Price"), then the Conversion Price upon each such issuance shall be reduced to an amount equal to such New Conversion Price. (2) The provisions of paragraph (1) of this Section 3.6(a)(vi) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 3.6(a)(vii). No adjustment of the number of shares of Common Stock for which this Note shall be convertible shall be made under paragraph (1) of this Section 3.6(a)(vi) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents pursuant to Section 3.6(a)(vii).

Appears in 1 contract

Samples: Senior Secured Note (Total Luxury Group Inc)

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