Below Market Issuances Sample Clauses

Below Market Issuances. (i) If the Company at any time or from time to time after the date hereof shall grant, issue or sell (whether directly or by assumption in a merger or otherwise) any additional shares of Common Stock, Options or Convertible Securities or shall fix a record date for the determination of holders of any Equity Securities to receive any additional shares of Common Stock, Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon such event, including upon the exercise of such Options or, in the case of Convertible Securities, the conversion or exchange of such Convertible Securities, shall be deemed to be additional Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of 5:00 PM (New York City time) on such record date; provided, that additional Common Stock shall not be deemed to have been issued unless the consideration per share of such additional Common Stock would be less than the Fair Market Value of each such share of Common Stock as of such date and immediately prior to such issuance, or such record date, as the case may be; provided, further, that, in any such case in which additional Common Stock is deemed to be issued, no further adjustments shall be made upon the subsequent issue of Convertible Securities or Common Stock upon the exercise of Options or the conversion or exchange of Convertible Securities. (ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment pursuant to the terms of this Section 6(a), are revised (either automatically, pursuant to the provisions contained therein, or as a result of an amendment to such terms) to provide for either (i) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (ii) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, the number of Warrant Shares issuable upon exercise or conversion of any Warrant computed upon the original issue of such Option or Convertible Security (or upon the occurrence o...
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Below Market Issuances. In case the Company shall issue rights, options or warrants to all holders of its Shares, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (f)) to subscribe for or to purchase Shares at a price per share that is lower at the record date mentioned below than the then current Market Price per Share, then, in such case, the number of Shares thereafter purchasable upon exercise of this Warrant shall be determined by multiplying the number of Shares heretofore purchasable upon exercise hereof by a fraction, of which the numerator shall be the number of Shares outstanding on such record date plus the number of additional Shares offered for subscription or purchase, and of which the denominator shall be the number of Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Shares so offered would purchase at the then current market price per Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.
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Below Market Issuances. Subject to the provisions of Section 4.1(e), in the event the Corporation shall, at any time or from time to time while any of the Warrants are outstanding, sell or issue shares of Common Stock (other than in a transaction subject to Section 4.1(b)), any security convertible into shares of Common Stock or any option, right or warrant to purchase shares of Common Stock for no consideration or at a purchase price per share of Common Stock, or conversion price in the case of a security convertible into Common Stock, less than the Fair Market Value of a share of Common Stock on the date of issuance of such Common Stock, security convertible into Common Stock, option, right or warrant, then, in such event, each Warrant will automatically, without any action on the part of the holder thereof or the Corporation, become exercisable for that number of Warrant Shares equal to the number of Warrant Shares for which a Warrant was exercisable immediately before such sale or issuance of Common Stock, securities convertible into Common Stock, options, rights or warrants multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately before such sale or issuance of Common Stock, securities convertible into Common Stock, options, rights or warrants plus the maximum number of shares of Common Stock that could be acquired upon the sale or issuance of the Common Stock or upon exercise in full of all such conversion rights, options, rights and warrants and the denominator of which is the number of shares of Common Stock outstanding immediately before such sale or issuance of Common Stock, securities convertible into Common Stock, options, rights or warrants plus the number of shares of Common Stock which could be purchased at the Fair Market Value of a share of Common Stock at the time of such sale or issuance for the maximum aggregate consideration payable upon the sale or issuance of the Common Stock or upon exercise in full of all such conversion rights, options, rights or warrants. Concurrently with the automatic adjustment pursuant to this Section 4.1(c), the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately before such sale or issuance of Common Stock, securities convertible into Common Stock, options, rights or warrants by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately before such sale or issuance of Common Stock, securities convertib...
Sample 1
Below Market Issuances. The Company shall not, unless the parties agree upon satisfactory anti-dilution protection for the Buyer, (A) issue or sell Shares for consideration in an amount per share less than the greater of (x) the Market Price of the Common Stock on the date of such issuance or sale and (y) the Subscription Price, (B) issue rights, options (other than pursuant to existing option plans) or warrants to all holders of Shares entitling them for a period expiring within 60 days after the record date to subscribe for or purchase Shares at a price per Share less than the greater of (x) the Market Price of the Common Stock on the date of such issuance and (y) the Subscription Price; or (C) (a) enter into any valid and binding written agreement with any Person to issue or sell shares of the Common Stock on a date after the execution of such agreement and upon the occurrence of specified events (other than solely the passage of time) or (b) issue or sell any securities convertible into, or exercisable or exchangeable for, Shares for consideration per Share less than the greater of (x) the Market Price of the Common Stock on (i) in the case of clause (C)(a), on the date of execution of such agreement, and, in the case of clause (C)(b), on the date of such issuance or sale, the date of such issuance or sale, and (y) the Subscription Price.
Sample 1
Below Market Issuances. During the period between the date of this Agreement and the Closing Date, Selfcare shall not issue, and shall not agree to issue, any shares of its Common Stock at a price below the closing price of its Common Stock on the AmEx for the trading day immediately preceding such issuance ("below-market prices"); PROVIDED, that Selfcare may issue shares of its Common Stock at below-market prices (i) in exchange for convertible notes originally issued to stockholders of Cambridge Biotech Limited (Cambridge Diagnostics), and (ii) in connection with the exercise of any Option Securities, Convertible Securities, Warrants or similar obligations of Selfcare outstanding on the date of this Agreement in accordance with their existing terms or, in the case of Option Securities, hereafter awarded to employees in accordance with Selfcare's existing option plans.
Sample 1
Below Market Issuances. The Company hereby agrees that, without the written consent of Executive, so long as Executive holds Restricted Units or Company Stock Options and so long as Xxxxxx and trusts or other entities for the benefit of Xxxxxx or his immediate family hold in the aggregate more than 45% of the Common Stock, neither the Company nor any subsidiary of the Company shall, directly or indirectly, issue or sell Common Stock (or any security, warrant or option convertible into or exercisable for Common Stock) at a price below fair market value, directly or indirectly, to (a) any entities or individuals (or immediate family members of any such individuals) which, directly or indirectly, own 45% or more of the Common Stock (an "Affiliate") or any entity, directly or indirectly, controlled by an Affiliate or any trusts or other entities established for the direct or indirect benefit of an Affiliate or (b) any entities under 45% or more common control with the Company.
Sample 1
Below Market Issuances. If the Company, at any time while this Warrant is outstanding, shall issue shares of Common Stock or Convertible Securities at an Effective Consideration per share that is less than the Market Price on the Trading Day immediately before the issuance is announced, then the Exercise Price shall be adjusted pursuant to the following formula: N0 + C/M E = E0 x ------------- N0 + NA where:
Sample 1
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Below Market Issuances 
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Related to Below Market Issuances

  • Debt Issuances Immediately upon receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

  • VALID ISSUANCES The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Open Market Transactions We agree to abide by Regulation M under the Exchange Act and we agree not to bid for, purchase, attempt to purchase, or sell, directly or indirectly, any Securities, any other Reference Securities (as defined in Regulation M) of the issuer, or any other securities of such issuer as you may designate, except as brokers pursuant to unsolicited orders and as otherwise provided in this Agreement. If the Securities are common stock or securities convertible into common stock, we agree not to effect, or attempt to induce others to effect, directly or indirectly, any transactions in or relating to any stock of such issuer, except to the extent permitted by Rule 101 of Regulation M under the Exchange Act.

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Subdivisions, Combinations and Other Issuances If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

  • Secondary Market Trading and Standard & Poor’s If the Company does not maintain the listing of the Public Securities on Nasdaq or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger, combination or similar transaction involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event”), then, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Share Exchange Event and, prior to or at the effective time of such Share Exchange Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Share Exchange Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify in writing Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Share Exchange Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection (a) of this Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events.

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