Common use of Antidilution Protection Clause in Contracts

Antidilution Protection. (a) If at any time or from time to time after the date hereof, the Corporation issues or sells, or is deemed by the express provisions of this subsection (a) to have issued or sold, any Additional Shares of Common Stock (as defined in subsection (g) below), other than as a dividend or other distribution on any class of stock as provided in clause (d) below and other than a subdivision or combination of shares of Common Stock as provided in clause (e) below, without consideration or for an Effective Price (as defined in subsection (g) below) less than the Fair Market Value per share of Common Stock immediately prior to the time of such issue or sale, the then effective Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the price equal to the quotient obtained by dividing: (A) the product of (x) such Exercise Price multiplied by (y) the sum of (i) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 or this Section 8) immediately prior to such issuance, and (ii) a number of shares of Common Stock calculated by dividing the consideration received by the Corporation from such issuance by the Fair Market Value per Share of the Common Stock; by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 and this Section 8) immediately after such issuance of the Additional Shares of Common Stock. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 per share, and any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more. Upon any such reduction in the Exercise Price, the total number of shares issuable upon exercise of this Warrant shall be proportionately increased so that the total amount payable upon exercise in whole of this Warrant shall not be modified.

Appears in 4 contracts

Samples: Purchase Agreement (McLeodusa Inc), Registration Rights Agreement (CCC Information Services Group Inc), Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp

AutoNDA by SimpleDocs

Antidilution Protection. (a) If at any time or from time to time after the date hereof, the Corporation issues or sells, or is deemed by the express provisions of this subsection (a) to have issued or sold, any Additional Shares of Common Stock (as defined in subsection (g) below), ) other than as a dividend or other distribution on any class of stock as provided in clause (d) below below, and other than a subdivision or combination of shares of Common Stock as provided in clause (e) below, without consideration or for an Effective Price (as defined in subsection (g) below) less than the Fair Market Value per share of Common Stock immediately prior to the time of such issue or sale, the then effective Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the price equal to the quotient obtained by dividing: (A) the product of (x) such Exercise Price multiplied by (y) the sum of (i) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 or this Section 8) immediately prior to such issuance, and (ii) a number of shares of Common Stock calculated by dividing the consideration received by the Corporation from such issuance by the Fair Market Value per Share of the Common Stock; by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 and this Section 8) immediately after such issuance of the Additional Shares of Common Stock. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 per share, and any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more. Upon any such reduction in the Exercise Price, the total number of shares issuable upon exercise of this Warrant shall be proportionately increased so that the total amount payable upon exercise in whole of this Warrant shall not be modified.

Appears in 2 contracts

Samples: Registration Rights Agreement (CCC Information Services Group Inc), Registration Rights Agreement (Winokur Herbert S Jr)

AutoNDA by SimpleDocs

Antidilution Protection. (a) 12.1 If at any time or from time to time after the date hereofof this Agreement, the Corporation Company issues or sells, or is deemed by the express provisions of this subsection (a) Section 12 to have issued or sold, any Additional Shares of Common Stock (as defined in subsection (g) below), other than as a dividend or other distribution on any class of stock as provided in clause (d) below Section 12.4 and other than a subdivision or combination of shares of Common Stock as provided in clause (e) belowSection 12.5, without consideration or for an Effective Price (as defined in subsection (g) below) less than the Fair Market Value (as defined below) per share of Common Stock immediately prior to the time of such issue or sale, the then effective Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the price equal to the quotient obtained by dividing: (A) the product of (x) such Exercise Price multiplied by (y) the sum of (i) the total number of shares of Common Stock outstanding Outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 or this Section 8) 12) immediately prior to such issuance, and (ii) a number of shares of Common Stock calculated by dividing the consideration received by the Corporation Company from such issuance by the Fair Market Value per Share of the Common Stock; by (B) the total number of shares of Common Stock outstanding Outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 7 and this Section 8) 12) immediately after such issuance of the Additional Shares of Common Stock. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 per share, and any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $0.01 per share or more. Upon any such reduction in the Exercise Price, the total number of shares Shares issuable upon exercise of this a Warrant shall be proportionately increased so that equal to the total amount payable obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares issuable upon exercise in whole of this such Warrant shall not be modifiedimmediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

Appears in 2 contracts

Samples: Warrant Agreement (McLeodusa Inc), Warrant Agreement (Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp)

Time is Money Join Law Insider Premium to draft better contracts faster.