Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Xxxxxx's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution.
Certain Anti-dilution Adjustments. If at any time while any portion of this Warrant remains outstanding, the Company shall issue shares of Common Stock (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock, other than issuances covered by Sections 2.1 or 2.2 above, at a price per share (or having an exercise, conversion, or exchange price per share) less than the Exercise Price in effect as of the date of issuance of such shares or of such rights, warrants, or other convertible or exchangeable securities, then, and in each such case, the Exercise Price shall be reduced (but not increased) to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully-diluted basis; i.e., treating as outstanding all shares of Common Stock issuable upon exercise, exchange or conversion of all outstanding options (to the extent then vested and exercisable), warrants, or other securities exercisable or exchangeable for or convertible into, directly or indirectly, shares of Common Stock) multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the Company upon such issue, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale (determined on a fully-diluted basis as aforesaid). For the purpose of determining the consideration received by the Company upon any such issue pursuant to clause (y) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value, which if not readily determinable shall be determined in good faith by the Board of Directors of the Company. An adjustment made pursuant to the paragraph shall be made on the next business day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. Notwithstanding anything contrary in this Section 2.3, there shall be no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, pursuant to a stock option plan approved by the Board of Directors, (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are...
Certain Anti-dilution Adjustments. If during the time while any portion of this Warrant remains outstanding, the Company shall issue shares of Common Stock (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock), other than issuances covered by Sections 3.1, 3.2 or 3.3 above, at a price per share (or having an exercise, conversion, or exchange price per share) less than the Exercise Price in effect as of the date of issuance of such shares or of such rights, warrants, or other convertible or exchangeable securities, then, and in each such case, the Exercise Price shall be reduced to a price equal to the issuance, conversion, exchange or exercise price, as applicable, of any such securities so issued. Notwithstanding anything contrary in this Section, there shall be no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, (ii) securities issued in connection with the Company's initial public offering of its securities pursuant to a registration statement declared effective by the Securities and Exchange Commission which raises gross proceeds to the Company of at least Ten Million Dollars ($10,000,000) or any securities issued by the Company thereafter, (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of the date of this Warrant or (iv) the issuance of securities as consideration for a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which involves a third party which is not affiliated with the Company or its current stockholders or in a strategic allowance.
Certain Anti-dilution Adjustments. If, at any time during the period between the date hereof and the Closing Date (the "Adjustment Period"), the Company shall issue any shares of Common Stock (or rights, warrants or other securities convertible into Common Stock) or make any distributions to holders of Common Stock under circumstances which would have required an adjustment to the Conversion Price and the Conversion Ratio (as such terms are defined in the Certificate of Determination) pursuant to Section 8.g.(2) of the Certificate of Determination if the Series B Preferred Stock had been issued at the beginning of the Adjustment Period, then the Conversion Price and the Conversion Ratio in the Certificate of Determination as filed with the Secretary of State of the State of California shall be adjusted, prior to the Closing Date, in respect of such issuance as if the Series B Preferred Stock had been outstanding at the beginning of the Adjustment Period.
Certain Anti-dilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of this Note, shall be subject to adjustment as follows:
Certain Anti-dilution Adjustments. The Company represents and warrants to, and covenants with, the Purchaser that the number of shares of Capital Stock of the Company beneficially owned by the Purchaser on a Fully Diluted Basis (including after giving effect to the shares of Capital Stock of the Company reserved or to be reserved for issuance under any stock purchase or stock option plans or arrangements of the Company) immediately following the Spin-Off shall represent not less than 24.0% of the total number of shares of Capital Stock of the Company on a Fully Diluted Basis at such time. In the event that the number of shares of Capital Stock of the Company beneficially owned by the Purchaser on a Fully Diluted Basis immediately following the Spin-Off equals more than 24.0% of the total number of shares of Capital Stock of the Company on a Fully Diluted Basis immediately following the Spin-Off, the Purchaser shall, at the request of the Company, surrender to the Company a number of shares of Common Stock such that the number of shares of Capital Stock of the Company beneficially owned by the Purchaser immediately following the Spin-Off equals not less than 24.0% of the total number of shares of Capital Stock of the Company on a Fully Diluted Basis immediately following the Spin-Off. In the event that the number of shares of Capital Stock of the Company beneficially owned by the Purchaser on a Fully Diluted Basis immediately following the Spin-Off equals less than 24.0% of the total number of shares of Capital Stock of the Company on a Fully Diluted Basis immediately following the Spin-Off, the Company agrees to issue to the Purchaser, at no additional cost to the Purchaser, a number of additional shares of Common Stock such that, when added to the number of shares of Capital Stock of the Company beneficially owned by the Purchaser on a Fully Diluted Basis immediately following the Spin-Off, the Purchaser would own not less than 24.0% of the total number of shares of Capital Stock of the Company on a Fully Diluted Basis immediately following the Spin-Off. The provisions of this Section 7 shall supersede the provisions in Section 7 contained in the Third Amendment.
Certain Anti-dilution Adjustments. (a) In case the Company shall at any time after the date the Warrants were first issued (i) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price, and the number of Warrant Shares issuable upon exercise of this Warrant, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification, shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, it would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur.
Certain Anti-dilution Adjustments. If at any time after the Determination Date while any portion of this Warrant remains outstanding, the Company shall issue
Certain Anti-dilution Adjustments. In addition to the reductions of the Exercise Price described in Section 2(a), if, at any time while this Warrant is outstanding, the Company or any subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) entitling any person to acquire Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Stock at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced to equal the Base Exercise Price, subject to adjustment for reverse and forward stock splits and the like. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued; notwithstanding the foregoing, no adjustment will be made under this Section 2(e) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Registered Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(e), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Di...
Certain Anti-dilution Adjustments reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution.
