Adjustments to the Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:
Adjustments to the Conversion Price. The Conversion Price shall be --------------------------------------- subject to adjustment from time to time as follows:
Adjustments to the Conversion Price. Except as provided in Section A.7(b) and except in the case of an event described in Section A.7(c), if and whenever after the date this Fifth Amended and Restated Certificate of Incorporation is first filed with the Secretary of State of Delaware (the "Filing Date") the Corporation shall issue or sell, or is, in accordance with this Section A.7(a), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect immediately prior to such issuance or sale, then, upon such issuance or sale (or deemed issuance or sale), such Conversion Price shall be reduced to the price determined by dividing (i) the sum of (A) the Common Stock Deemed Outstanding (as defined below) immediately prior to such issuance or sale (or deemed issuance or sale) multiplied by the applicable Conversion Price then in effect and (B) the consideration, if any, received by the Corporation upon such issuance or sale (or deemed issuance or sale) by (ii) the Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale). For purposes of this Section A.7(a), the following shall also be applicable:
Adjustments to the Conversion Price. For the avoidance of doubt, any adjustment to the Conversion Price in accordance with this Condition 6 shall result in a simultaneous adjustment of the Conversion Ratio.
(a) Events leading to adjustments to the Conversion Price
(i) Increase of share capital by means of capitalisation of reserves, profits or premiums by distribution or division or consolidation of Shares
Adjustments to the Conversion Price. 8.1 The Conversion Price shall from time to time be subject to adjustment in accordance with this Condition 8.1 if, whilst any of the Notes remains outstanding, any of the following events or circumstances in relation to the Shares shall occur:-
Adjustments to the Conversion Price. If and whenever the Company shall issue or sell, or is, in accordance with Sections 8.1. g.i. through 8.1. g.viii., deemed to have issued or sold, any Ordinary Shares (other than options to acquire Ordinary Shares under the Stock Option Plan and Ordinary Shares issuable upon the exercise of such options that are reserved for issuance as of the date of filing of the deed of amendment to the Articles of Association (the “Deed”) as contemplated by the Investment Documents, as long as the exercise price per share of such options is not less than the Fair Market Value per share of the Ordinary Shares on the date of grant of such options) for a consideration per share less than the higher of:
(1) the Conversion Price in effect immediately prior to the time of such issue or sale; or
(2) the Fair Market Value of the Ordinary Shares determined as of the date of such issue or sale, then, immediately upon such actual issue or sale, or the date Ordinary Shares are deemed to have been issued or sold pursuant to Section 8.1.g.i. through 8.1.g.viii., as the case may be, the Conversion Price of the 2002 Series A Preferred Stock shall be reduced to whichever of the following Conversion Prices is lower:
a) the Conversion Price determined by dividing (1) the sum of (x) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale by the number of shares of Ordinary Shares Deemed Outstanding immediately prior to such issue or sale, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (2) the number of shares of Ordinary Shares Deemed Outstanding immediately after such issue or sale; or
b) the Conversion Price determined by multiplying the Conversion Price in effect immediately prior to such issue or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Ordinary Shares Deemed Outstanding immediately prior to such issue or sale multiplied by the Fair Market Value of the Ordinary Shares determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issue or sale, and the denominator of which shall be the product derived by multiplying the Fair Market Value of the Ordinary Shares by the number of Ordinary Shares Deemed Outstanding immediately after such issue or sale. Notwithstanding the foregoing provisions of this Section 8.1, the issuance of options to acquire Ordinary Shares under the Stock Option Plan w...
Adjustments to the Conversion Price. In addition to all other rights and remedies provided to the Holder hereunder, the number and kind of securities issuable upon the conversion of this Note and the Conversion Price shall be subject to adjustment from time to tune upon the occurrence of certain events, as follows:
(a) Split, Subdivision or Combination of Shares. If the Company at any time while this Note remains outstanding shall split, subdivide or combine its authorized Common Stock, the Conversion Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination. Any adjustment under this Section 2.3(a) shall become effective at the close of business on the date the split, subdivision or combination becomes effective.
Adjustments to the Conversion Price. The Conversion Price shall from time to time be subject to adjustment upon occurrence of certain events:
Adjustments to the Conversion Price. The Conversion Price of the Series B Preferred Stock shall be subject to adjustment from time to time as follows:
(i) (A) Subject to Section 4(b)(v) of this Article IV.B. below, if this Corporation shall issue, after the Initial Series B Issue Date, any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for such series in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price equal to the consideration per share received by this Corporation for such issuance.
Adjustments to the Conversion Price. 7.1 The Conversion Price will be subject to adjustment in the following events as follows:
