Adjustments of Exercise Price. (a) Except as provided herein, upon the occurrence of any of the events specified in this Section 3, the Exercise Price in effect at the time of such event and the number of Warrant Shares then purchasable pursuant to this Warrant at that time shall be proportionately adjusted as provided herein.
(b) If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Exercise Price shall be appropriately decreased so that the number of Warrant Shares issuable on the exercise of this Warrant shall be increased in proportion to such increase of outstanding shares.
(c) If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Exercise Price shall be appropriately increased so that the number of Warrant Shares issuable on the exercise of this Warrant shall be decreased in proportion to such decrease of outstanding shares.
(d) All calculations under this Section 3 shall be made to the nearest one hundredth (1/100) cent or to the nearest one hundredth (1/100) of a share, as the case may be. In no event shall the Exercise Price be reduced to less than $.01.
(e) No adjustment in the Exercise Price need be made if such adjustment would result in a change in the Exercise Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Exercise Price.
(f) Upon the occurrence of each adjustment or readjustment of the Exercise Price pursuant to this Section 3, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder hereof a certificate of an Officer of the Company setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request at any time of any Holder hereof, furnish or cause to be furnished to such Holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Exercise Price at the tim...
Adjustments of Exercise Price. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased. If the outstanding Shares are divided, by reclassification or otherwise, into a greater number of shares, the Exercise Price shall be proportionately decreased.
Adjustments of Exercise Price. NUMBER AND TYPE OF WARRANT SHARES
(a) The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3(a); provided, that notwithstanding the provisions of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the Company shall use its commercially best efforts to obtain the necessary stockholder consent to increase the authorized number of shares of Common Stock to make such an adjustment pursuant to this Section 3(a).
Adjustments of Exercise Price. In the event that the Company issues additional securities (the “Dilutive Event”), other than (i) shares to be issued pursuant to the initial public offering of the Company’s Common Stock; (ii) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans or stock options plans approved by the Company’s board of directors and existing on the date hereof; and (iii) shares of Common Stock issuable under employment, consulting agreements or loan agreements that are outstanding as of the date hereof, then the Exercise Price shall be adjusted (but only if such adjustment results in a lower exercise price) to an amount equal to the amount received or deemed to be received by the Company pursuant to such Dilutive Event.
Adjustments of Exercise Price. 6 Section 9. Reorganization, Consolidation, Merger, Sale of Assets. .. 8
Adjustments of Exercise Price. NUMBER AND TYPE OF WARRANT SHARES
(a) The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3(a).
Adjustments of Exercise Price. If prior to the payment in full or conversion of this Note, the Company should issue or sell any shares of Common Stock or Common Stock equivalents for a consideration per share (the “Lower Price”) less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Conversion Price shall be reduced to a price (computed to the nearest cent) equal to the Lower Price.
Adjustments of Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price per share of Common Stock payable upon exercise of such Warrant shall be adjusted (calculated to the nearest $0.01) so that it shall equal the price determined by multiplying such Exercise Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of each Warrant immediately prior to such adjustment and the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If after an adjustment, a Holder of a Warrant upon exercise of it may receive shares of two or more classes in the capital of the Company, the Company shall determine the allocation of the adjusted Exercise Price between such classes of shares in a manner that the Board deems fair and equitable to the Holders. After such allocation, the exercise privilege and the Exercise Price of each class of shares shall thereafter be subject to adjustment on terms comparable to those applicable to shares of Common Stock in this Section 3.
Adjustments of Exercise Price. NUMBER AND TYPE OF WARRANT SHARES; REPURCHASE OF WARRANTS FOR CASH.
(a) The Exercise Price and the number of Warrant Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the Company shall use its commercially reasonable efforts to obtain the necessary stockholder consent to increase the authorized number of shares of Common Stock to make such an adjustment pursuant to this Section 3.
Adjustments of Exercise Price. If prior to the expiration of this Debenture by conversion or by its terms, the Company should issue or sell any shares of Common Stock (except (a) pursuant to warrants, options and securities convertible into common stock issued by the Company and outstanding on the date this Debenture, (b) to officers, directors, or employees of the Company or any subsidiary, and to certain consultants and contractors who perform substantial services for the Company, pursuant to a management or key employee bonus or incentive plan approved by the Board of Directors prior to the date of this Debenture, or (c) in consideration for property or services) for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale, the Conversion Price shall be reduced to a price (computed to the nearest cent) determined by multiplying the existing Conversion Price by a fraction, the numerator of which is the sum of (i) (w) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (x) the number of shares which, when multiplied by the Conversion Price in effect immediately prior to such issue or sale would equal the consideration received by the Company upon such issue or sale, and the denominator of which is (ii) the sum of (y) the total number of shares of Common Stock outstanding immediately before such issue or sale plus (z) the number of additional shares issued.
