Adjustments for Issuance of Additional Shares of Common Stock. For a period of twelve (12) months following the effective date of the Registration Statement filed under the Registration Rights Agreement (the “Anti-Dilution Period”), in the event the Issuer shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (d) of this Section 3 or pursuant to (X) Common Stock Equivalents (as hereafter defined) granted or issued prior to the Original Issue Date or (Y) subsection (f) below) (“Additional Shares of Common Stock”) at a price per share less than the then-applicable Warrant Price or without consideration, then the Warrant Price upon each such issuance shall be reduced to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the outstanding Warrant Price in effect immediately prior to such issuance; and (2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Warrant Price shall be made upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore). 针对发行额外普通股股份的调整。注册登记权协议项下的登记申请生效日后的12个月期间(“反稀释期间”)内,如果发行人应以每股价格低于当时适用的期权行权价或没有对价发行或出售任何额外普通股股份(本第3节前述 (a)至 (d)的规定,或根据 (X) 在原始发行日前授权或发行的普通股认购权(普通股认购权见下述有关规定)或(Y)下述(f)的规定除外)(“额外普通股股份”),则该等发行后的期权行权价应降低,价格(四舍五入到美分)等于期权行权价乘以一个分数:(1)分子应等于(A)即将发行该等额外普通股股份前的已发行普通股的股数加上(B)用该等额外普通股股份的总对价以紧接该发行的有效的期权行权价可以购买的普通股股数(四舍五入到整数股);(2)分母应等于该紧随额外普通股股份发行后的已发行普通股份的数量。如果因任何期权或其他认购或买入权的行使或因任何普通股认购权的转换或交易权的行使而发行额外普通股股份,且转换价本应在发行该等期权或其他权利或发行该等普通股认购权(或发行任何期权或其他权利)时进行调整的,则该期权行权价不进行调整。
Appears in 2 contracts
Samples: Warrant Agreement (Jpak Group, Inc.), Warrant Agreement (Jpak Group, Inc.)
Adjustments for Issuance of Additional Shares of Common Stock. For a period of twelve twenty-four (1224) months following the effective date issuance of the Registration Statement filed under the Registration Rights Agreement Warrant (the “Anti-Dilution Period”), in the event the Issuer Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (d) of this Section 3 or pursuant to (X) Common Stock Equivalents (as hereafter defined) granted or issued prior to the Original Issue Issuance Date or (Y) subsection (fxi) belowin the Series A Certificate of Designation) (the “Additional Shares of Common Stock”) at a price per share less than the then-applicable Warrant Price or without consideration, then the Warrant Price upon each such issuance shall be reduced to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the outstanding Warrant Price in effect immediately prior to such issuance; and (2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Warrant Price shall be made upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) or upon the issuance of shares in accordance with the Excepted Issuances (as defined in the Purchase Agreement). 针对发行额外普通股股份的调整。注册登记权协议项下的登记申请生效日后的12个月期间(“反稀释期间”)内,如果发行人应以每股价格低于当时适用的期权行权价或没有对价发行或出售任何额外普通股股份(本第3节前述 (a)至 (d)的规定,或根据 (X) 在原始发行日前授权或发行的普通股认购权(普通股认购权见下述有关规定)或(Y)下述(f)的规定除外)(“额外普通股股份”),则该等发行后的期权行权价应降低,价格(四舍五入到美分)等于期权行权价乘以一个分数:(1)分子应等于(A)即将发行该等额外普通股股份前的已发行普通股的股数加上(B)用该等额外普通股股份的总对价以紧接该发行的有效的期权行权价可以购买的普通股股数(四舍五入到整数股);(2)分母应等于该紧随额外普通股股份发行后的已发行普通股份的数量。如果因任何期权或其他认购或买入权的行使或因任何普通股认购权的转换或交易权的行使而发行额外普通股股份,且转换价本应在发行该等期权或其他权利或发行该等普通股认购权(或发行任何期权或其他权利)时进行调整的,则该期权行权价不进行调整。.
Appears in 1 contract
Samples: Warrant Agreement (Timberjack Sporting Supplies, Inc.)
Adjustments for Issuance of Additional Shares of Common Stock. For a period of twelve (12) months following the effective date of the Registration Statement filed under the Registration Rights Agreement (the “Anti-Dilution Period”), in In the event the Issuer Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (d) of this Section 3 or pursuant to (X) Common Stock Equivalents (as hereafter defined3) granted or issued prior to the Original Issue Issuance Date or (Y) subsection (f) below) (the “Additional Shares of Common Stock”) at a price per share less than the then-applicable Warrant Price or without consideration, (i) for the first year following the issuance of the Warrant, then the Warrant Price upon each such issuance shall be reduced to that price; and (ii) for the remaining four years of the Term, then the Warrant Price upon each such issuance shall be reduced to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the outstanding Warrant Price in effect immediately prior to such issuance; and (2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Warrant Price shall be made upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalentsrights, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon shares in accordance with the issuance of any warrant or other rights therefore). 针对发行额外普通股股份的调整。注册登记权协议项下的登记申请生效日后的12个月期间(“反稀释期间”)内,如果发行人应以每股价格低于当时适用的期权行权价或没有对价发行或出售任何额外普通股股份(本第3节前述 (a)至 (d)的规定,或根据 (X) 在原始发行日前授权或发行的普通股认购权(普通股认购权见下述有关规定)或(Y)下述(f)的规定除外)(“额外普通股股份”),则该等发行后的期权行权价应降低,价格(四舍五入到美分)等于期权行权价乘以一个分数:(1)分子应等于(A)即将发行该等额外普通股股份前的已发行普通股的股数加上(B)用该等额外普通股股份的总对价以紧接该发行的有效的期权行权价可以购买的普通股股数(四舍五入到整数股);(2)分母应等于该紧随额外普通股股份发行后的已发行普通股份的数量。如果因任何期权或其他认购或买入权的行使或因任何普通股认购权的转换或交易权的行使而发行额外普通股股份,且转换价本应在发行该等期权或其他权利或发行该等普通股认购权(或发行任何期权或其他权利)时进行调整的,则该期权行权价不进行调整。Excepted Issuances.
Appears in 1 contract
Samples: Warrant Agreement (Aivtech International Group Co.)
Adjustments for Issuance of Additional Shares of Common Stock. For a period of twelve twenty-four (1224) months following the effective date issuance of the Registration Statement filed under the Registration Rights Agreement Warrant (the “Anti-Dilution Period”), in the event the Issuer Company shall issue or sell any additional shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (d) of this Section 3 or pursuant to (X) Common Stock Equivalents (as hereafter defined) granted or issued prior to the Original Issue Issuance Date or (Y) subsection (fxi) belowin the Series A Certificate of Designation) (the “Additional Shares of Common Stock”) at a price per share less than the then-applicable Warrant Price or without consideration, then the Warrant Price upon each such issuance shall be reduced to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the outstanding Warrant Price in effect immediately prior to such issuance; and (2) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. No adjustment of the Warrant Price shall be made upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefore) or upon the issuance of shares in accordance with the Excepted Issuances (as defined in the Securities Purchase Agreement). 针对发行额外普通股股份的调整。注册登记权协议项下的登记申请生效日后的12个月期间(“反稀释期间”)内,如果发行人应以每股价格低于当时适用的期权行权价或没有对价发行或出售任何额外普通股股份(本第3节前述 (a)至 (d)的规定,或根据 (X) 在原始发行日前授权或发行的普通股认购权(普通股认购权见下述有关规定)或(Y)下述(f)的规定除外)(“额外普通股股份”),则该等发行后的期权行权价应降低,价格(四舍五入到美分)等于期权行权价乘以一个分数:(1)分子应等于(A)即将发行该等额外普通股股份前的已发行普通股的股数加上(B)用该等额外普通股股份的总对价以紧接该发行的有效的期权行权价可以购买的普通股股数(四舍五入到整数股);(2)分母应等于该紧随额外普通股股份发行后的已发行普通股份的数量。如果因任何期权或其他认购或买入权的行使或因任何普通股认购权的转换或交易权的行使而发行额外普通股股份,且转换价本应在发行该等期权或其他权利或发行该等普通股认购权(或发行任何期权或其他权利)时进行调整的,则该期权行权价不进行调整。.
Appears in 1 contract
Samples: Warrant Agreement (Timberjack Sporting Supplies, Inc.)