Common use of Adjustments for Issuances of Additional Stock Clause in Contracts

Adjustments for Issuances of Additional Stock. Subject to the --------------------------------------------- exceptions referred to in Section 6.1(e) hereof, in case the Company shall at any time or from time to time after the Closing Date issue (in a transaction to which Section 6.1(a) or 6.1(b) is not applicable) any additional shares of the Company's Common Stock ("Additional Common ----------------- Stock"), for a consideration per share either (i) less than the then Current Market Price per share of the Company's Common Stock immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then (in the case of either clause (i) or (ii)), and thereafter successively upon each such issuance, the current Exercise Price shall forthwith be reduced to the price determined by multiplying such current Exercise Price by a fraction, of which (1) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration received by the Company upon issuance of the Additional Common Stock would purchase at the then Current Market Price per share of the Company's Common Stock, and (2) the denominator shall be (i) the number of shares of the Company's Common Stock outstanding plus (ii) the number of shares of Additional Common Stock; provided, however, that such adjustment -------- ------- shall be made only if such adjustment results in a current Exercise Price less than the current Exercise Price in effect immediately prior to the issuance of such Additional Common Stock. (d)

Appears in 2 contracts

Samples: Purchase Agreement (Bet Associates Lp), Purchase Agreement (Westower Corp)

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Adjustments for Issuances of Additional Stock. Subject to the --------------------------------------------- exceptions referred to in Section 6.1(e) hereof, in case the Company shall at any time or from time to time after the Closing Issue Date issue (in a transaction to which Section 6.1(a) or 6.1(b) is not applicable) any additional shares of the Company's Common Stock ("Additional Common ----------------- Stock"), for a consideration per share either (i) less than the then Current Market Price per share of the Company's Common Stock immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then (in the case of either clause (i) or (ii)), and thereafter successively upon each such issuance, the current Exercise Price shall forthwith be reduced to the price determined by multiplying such current Exercise Price by a fraction, of which (1) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration received by the Company upon issuance of the Additional Common Stock would purchase at the then Current Market Price per share of the Company's Common Stock, and (2) the denominator shall be (i) the number of shares of the Company's Common Stock outstanding plus (ii) the number of shares of Additional Common Stock; provided, however, that such adjustment -------- ------- shall be made only if such adjustment results in a current Exercise Price less than the current Exercise Price in effect immediately prior to the issuance of such Additional Common Stock. (d).

Appears in 1 contract

Samples: Purchase Agreement (Ubiquitel Inc)

Adjustments for Issuances of Additional Stock. Subject to the --------------------------------------------- exceptions referred to in Section 6.1(e6.4(e) hereof, in case the Company shall at any time or from time to time after the Closing Date issue (in a transaction to which Section 6.1(a6.4(a) or 6.1(b6.4(b) is not applicable) any additional shares of the Company's Common Stock ("Additional Common ----------------- Stock"), for a consideration per share either (i) less than ----------------------- the then Current current Market Price per share of the Company's Common Stock (determined as provided in Section 6.4(g) hereof) immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then (in the case of either clause (i) or (ii)), and thereafter successively upon each such issuance, the current Exercise Price conversion price shall forthwith be reduced to a price equal to the price determined by multiplying such current Exercise Price conversion price by a fraction, of which (1) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration consideration, if any, received by the Company upon issuance of the Additional Common Stock Stock, would purchase at the then Current current Market Price per share of the Company's Common Stock, and (2) the denominator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of Additional Common Stock; , provided, however, that -------- ------- such adjustment -------- ------- shall be made only if such adjustment results in a current Exercise Price conversion price less than the current Exercise Price conversion price in effect immediately prior to the issuance of such Additional Common Stock. (d).

Appears in 1 contract

Samples: Purchase Agreement (Bet Associates Lp)

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Adjustments for Issuances of Additional Stock. Subject to the --------------------------------------------- exceptions referred to in Section 6.1(e6.4(e) hereof, in case the Company shall at any time or from time to time after the Closing Date issue (in a transaction to which Section 6.1(a6.4(a) or 6.1(b6.4(b) is not applicable) any additional shares of the Company's Common Stock ("Additional Common ----------------- Stock"), for a consideration per ----------------------- share either (i) less than the then Current current Market Price per share of the Company's Common Stock (determined as provided in Section 6.4(g) hereof) immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then (in the case of either clause (i) or (ii)), and thereafter successively upon each such issuance, the current Exercise Price conversion price shall forthwith be reduced to a price equal to the price determined by multiplying such current Exercise Price conversion price by a fraction, of which (1) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration consideration, if any, received by the Company upon issuance of the Additional Common Stock Stock, would purchase at the then Current current Market Price per share of the Company's Common Stock, and (2) the denominator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance (on a fully diluted basis) plus (ii) the number of shares of Additional Common Stock; , provided, however, that such adjustment -------- ------- shall be made only if such -------- ------- adjustment results in a current Exercise Price conversion price less than the current Exercise Price conversion price in effect immediately prior to the issuance of such Additional Common Stock. (d).

Appears in 1 contract

Samples: Purchase Agreement (Westower Corp)

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