Adjustments to the Exercise Price. (i) If, at any time or from time to time after the date hereof, the Company shall issue any Additional Stock (as defined in Section 9(a)(vi) below) without consideration or for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock, such Exercise Price in effect immediately prior to such issuance shall (except as otherwise provided in this Section 9(a)) be adjusted to a price determined by multiplying such Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Exercise Price, and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional Stock. (ii) No adjustment of the Exercise Price for any Warrant Share shall be made in an amount less than one cent per share; provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in Sections 9(a)(v)(C), 9(a)(v)(D) and 9(a)(viii) no adjustment of such Exercise Price pursuant to this Section 9(a) shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment. (iii) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (iv) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company irrespective of any accounting treatment. (v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 9(a): (A) The aggregate number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued and outstanding at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby. (B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued and outstanding at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received or account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)). (C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities. (D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 9(a)(v)(A) and 9(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 9(a)(v)(C) or 9(a)(v)(D).
Appears in 1 contract
Adjustments to the Exercise Price. The Exercise Price shall be subject to adjustment as follows:
(i) If, at any time or from time to time after during the date hereofExercise Period, the Company shall issue any Additional Stock (a) declare a dividend in, or make a free distribution of, Shares (as defined in Section 9(a)(vihereunder) belowor Ordinary Shares, (b) without consideration subdivide its outstanding Ordinary Shares, (c) consolidate its outstanding Ordinary Shares into a smaller number of Ordinary Shares, or for consideration per share less than (d) re-classify any of its Ordinary Shares into other securities of the Company, then the Exercise Price shall be appropriately adjusted so that the holder of this Warrant, the exercise date in respect of which occurs after the coming into effect of the adjustment described in this paragraph (i), shall be entitled to receive the number of Ordinary Shares and/or Shares and/or other securities of the Company which he would have held or have been entitled to receive after the happening of any of the events described above had this Warrant been exercised immediately prior to the issuance happening of such Additional Stockevent (or, if the Company has fixed a prior record date for the determination of shareholders entitled to receive any such Exercise Price in effect dividend or free distribution of Ordinary Shares or other securities issued upon any such sub-division, consolidation or re-classification, immediately prior to such issuance shall (except as otherwise provided in this Section 9(arecord date)) be adjusted , but without prejudice to a price determined by multiplying such Exercise Price by a fraction, the numerator effect of which is the number of shares of Common Stock outstanding immediately prior any other adjustment to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Exercise Price, and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional Stock.
(ii) No adjustment of the Exercise Price for any Warrant Share shall be made in an amount less than one cent per share; provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made prior to three years with effect from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in Sections 9(a)(v)(C), 9(a)(v)(D) and 9(a)(viii) no adjustment happening of such Exercise Price event (or such record date) or any time thereafter. An adjustment made pursuant to this Section 9(aparagraph (i) shall have become effective immediately on the effect of increasing relevant event referred to above becoming effective or, if a record date is fixed, immediately after the Exercise Price above the Exercise Price record date, provided, that in effect immediately prior to such adjustment.
(iii) In the case of the issuance a dividend in, or a free distribution of, Ordinary Shares which must, under applicable law, be submitted for approval to a general meeting of Additional Stock for cash, the consideration shall be deemed shareholders or to be the amount a meeting of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(iv) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company irrespective before being legally paid or made, and which is so approved after the record date fixed for the determination of any accounting treatment.
shareholders entitled to receive such dividend or distribution, such adjustment shall, immediately upon such approval being given by such meeting, become effective retroactively to immediately after such record date. For the avoidance of doubt if the Company shall declare a Differential Dividend (vas defined hereunder) In in the form of Ordinary Shares the adjustment made hereunder shall be based on the largest dividend per Ordinary Share, as the case of the issuance of options to purchase or rights to subscribe for Common Stockmay be, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 9(a):
(A) The aggregate number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued and outstanding at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)), if any, received by that is declared. If the Company upon the issuance of such options shall declare a dividend in, or rights plus the minimum exercise price provided in such options authorize a free distribution of, Ordinary Shares which dividend or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.
(B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued and outstanding at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received or account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, distribution is to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion paid or exchange made to shareholders as of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)).
(C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.
(D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities record date which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.
(E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 9(a)(v)(A) and 9(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 9(a)(v)(C) or 9(a)(v)(D).is also:
Appears in 1 contract
Samples: Share Purchase Agreement (Noah Education Holdings Ltd.)
Adjustments to the Exercise Price. (i) If, at any time or from time to time after the date hereof, the Company shall issue any Additional Stock (as defined in Section 9(a)(vi) below) without consideration or for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock, such Exercise Price in effect immediately prior to such issuance shall (except as otherwise provided in this Section 9(a)) be adjusted to a the price determined by multiplying such Exercise Price by a fraction, the numerator of per share at which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Exercise Price, and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional StockStock was issued (or if such Additional Stock was issued for no consideration the price shall be adjusted to $.01).
(ii) No adjustment of the Exercise Price for any Warrant Share shall be made in an amount less than one cent per share; provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in Sections 9(a)(v)(C), 9(a)(v)(D) and 9(a)(viii9(a)(v)(E) no adjustment of such Exercise Price pursuant to this Section 9(a) shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment.
(iii) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(iv) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company irrespective of any accounting treatment.
(v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 9(a):
(A) The aggregate number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued and outstanding at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.
(B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued and outstanding at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received or account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)).
(C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.
(D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.
(E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 9(a)(v)(A) and 9(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 9(a)(v)(C) or 9(a)(v)(D).
Appears in 1 contract
Samples: Securities Agreement (Weikang Bio-Technology Group Co Inc)
Adjustments to the Exercise Price. (i) If, at any time or from time to time after the date hereof, the Company shall issue any Additional Stock (as defined in Section 9(a)(vi) below) without consideration or for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock, such Exercise Price in effect immediately prior to such issuance shall (except as otherwise provided in this Section 9(a)) be adjusted to a that price (rounded to the nearest cent) determined by multiplying such the Exercise Price then in effect by a fraction, :
(A) the numerator of which is shall be equal to the sum of (1) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance Additional Stock plus (2) the number of shares of Common Stock that (rounded to the nearest whole share) which the aggregate consideration received by for the Company for total number of such issuance Additional Stock so issued would purchase at such a price per share equal to the Exercise PricePrice then in effect, and and
(B) the denominator of which is shall be equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such issuance Additional Stock plus (y) the number of shares of such Additional StockStock so issued.
(ii) No adjustment of the Exercise Price for any Warrant Share shall be made in an amount less than one cent per share; provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forwardmade. Except to the limited extent provided for in Sections 9(a)(v)(C), 9(a)(v)(D) and 9(a)(viii9(a)(v)(E) no adjustment of such Exercise Price pursuant to this Section 9(a) shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment.
(iii) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(iv) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company irrespective of any accounting treatment.
(v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 9(a):
): (A) The aggregate number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued and outstanding at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.
(B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued and outstanding at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received or account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 9(a)(iii) and 9(a)(iv)).
(C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.
(D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.
(E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 9(a)(v)(A) and 9(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 9(a)(v)(C) or 9(a)(v)(D).
Appears in 1 contract
Samples: Securities Agreement (Nutrastar International Inc.)
Adjustments to the Exercise Price. (i) If, at any time or from time to time after the date hereof, the Company shall issue any Additional Stock (as defined in Section 9(a)(vi10(a)(vi) below) without consideration or for consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock, such Exercise Price in effect immediately prior to such issuance shall (except as otherwise provided in this Section 9(a10(a)) be adjusted to a the price determined by multiplying such Exercise Price by a fraction, the numerator of per share at which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Exercise Price, and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of such Additional StockStock was issued (or if such Additional Stock was issued for no consideration the price shall be adjusted to $.01).
(ii) No adjustment of the Exercise Price for any Warrant Share shall be made in an amount less than one cent per share; provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made prior to three years from the date of the event giving rise to the adjustment being carried forwardmade. Except to the limited extent provided for in Sections 9(a)(v)(C10(a)(v)(C), 9(a)(v)(D10(a)(v)(D) and 9(a)(viii10(a)(v)(E) no adjustment of such Exercise Price pursuant to this Section 9(a10(a) shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment.
(iii) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(iv) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors of the Company irrespective of any accounting treatment.
(v) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Section 9(a10(a):
(A) The aggregate number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued and outstanding at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Sections 9(a)(iii10(a)(iii) and 9(a)(iv10(a)(iv)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.
(B) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including but not limited to the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued and outstanding at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received or account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Sections 9(a)(iii10(a)(iii) and 9(a)(iv10(a)(iv)).
(C) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.
(D) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.
(E) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Sections 9(a)(v)(A10(a)(v)(A) and 9(a)(v)(B10(a)(v)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 9(a)(v)(C10(a)(v)(C) or 9(a)(v)(D10(a)(v)(D).
Appears in 1 contract
Samples: Securities Agreement (China Green Material Technologies, Inc.)