Certain Issues of Common Stock. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Purchase Price in the case of: a. the issuance of any shares of Common Stock as a stock dividend to holders of shares of the Company’s capital stock or upon any subdivision or combination of shares of the Company’s capital stock; b. the issuance of any shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock, or any other shares of convertible preferred stock outstanding as of the date hereof; c. the issuance of up to 20,000,000 shares of Common Stock or options with respect thereto (subject in either case to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the date of this Agreement), issued or issuable to employees, directors or officers of, or consultants to, the Company or any subsidiary of the Company pursuant to any plan, agreement or arrangement approved by the Board of Directors of the Company (it being understood that any shares subject to options that expire or terminate unexercised or any restricted stock repurchased by the Company shall not be counted towards the maximum number set forth in this clause c. unless and until regranted or reissued pursuant to any such plan, agreement or arrangement); d. the issuance of shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock outstanding as of the date hereof or any warrant issued to a purchaser of shares of the Company’s Series B Preferred Stock in connection with the Company’s Series B Preferred Stock equity financings; e. the issuance of securities solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any subsidiary of the Company of all or substantially all of the stock or assets of any other entity; f. the issuance of shares of Common Stock by the Company in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; or g. the issuance of shares of Common Stock, or the grant of options or warrants therefor, in connection with (i) any present or future borrowing, line of credit, leasing or similar financing arrangement approved by the Board of Directors of the Company, or (ii) sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company. h. the issuance of any shares of Common Stock upon the conversion of any convertible notes or preferred stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement i. the issuance of any shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Element 21 Golf Co), Common Stock Purchase Warrant (Element 21 Golf Co), Common Stock Purchase Warrant (Element 21 Golf Co)
Certain Issues of Common Stock. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Purchase Price in the case of:
a. the issuance of any shares of Common Stock as a stock dividend to holders of shares of the Company’s 's capital stock or upon any subdivision or combination of shares of the Company’s 's capital stock;
b. the issuance of any shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock, Stock or any other shares of convertible preferred stock outstanding as of the date hereof;
c. the issuance of up to 20,000,000 shares of Common Stock or options with respect thereto (subject in either case to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the date of this Agreement), issued or issuable to employees, directors or officers of, or consultants to, the Company or any subsidiary of the Company pursuant to any plan, agreement or arrangement approved by the Board of Directors of the Company (it being understood that any shares subject to options that expire or terminate unexercised or any restricted stock repurchased by the Company shall not be counted towards the maximum number set forth in this clause c. unless and until regranted or reissued pursuant to any such plan, agreement or arrangement);
d. the issuance of shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock outstanding as of the date hereof or any warrant issued to a purchaser of shares of the Company’s 's Series B Preferred Stock in connection with the Company’s 's Series B Preferred Stock equity financingsfinancing;
e. the issuance of securities solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any subsidiary of the Company of all or substantially all of the stock or assets of any other entity;
f. the issuance of shares of Common Stock by the Company in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; or
g. the issuance of shares of Common Stock, or the grant of options or warrants therefor, in connection with (i) any present or future borrowing, line of credit, leasing or similar financing arrangement approved by the Board of Directors of the Company, or (ii) sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company.
h. the issuance of any shares of Common Stock upon the conversion of any convertible notes or preferred stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement
i. the issuance of any shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Element 21 Golf Co), Common Stock Purchase Warrant (Element 21 Golf Co)
Certain Issues of Common Stock. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Purchase Price in the case of:
a. the issuance of any shares of Common Stock as a stock dividend to holders of shares of the Company’s capital stock or upon any subdivision or combination of shares of the Company’s capital stock;
b. the issuance of any shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock, Stock or any other shares of convertible preferred stock outstanding as of the date hereof;
c. the issuance of up to 20,000,000 shares of Common Stock or options with respect thereto (subject in either case to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the date of this Agreement), issued or issuable to employees, directors or officers of, or consultants to, the Company or any subsidiary of the Company pursuant to any plan, agreement or arrangement approved by the Board of Directors of the Company (it being understood that any shares subject to options that expire or terminate unexercised or any restricted stock repurchased by the Company shall not be counted towards the maximum number set forth in this clause c. unless and until regranted or reissued pursuant to any such plan, agreement or arrangement);
d. the issuance of shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock outstanding as of the date hereof or any warrant issued to a purchaser of shares of the Company’s Series B Preferred Stock in connection with the Company’s Series B Preferred Stock equity financingsfinancing;
e. the issuance of securities solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any subsidiary of the Company of all or substantially all of the stock or assets of any other entity;
f. the issuance of shares of Common Stock by the Company in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; or
g. the issuance of shares of Common Stock, or the grant of options or warrants therefor, in connection with (i) any present or future borrowing, line of credit, leasing or similar financing arrangement approved by the Board of Directors of the Company, or (ii) sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company.
h. the issuance of any shares of Common Stock upon the conversion of any convertible notes or preferred stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement
i. the issuance of any shares of Common Stock upon the exercise of any warrant to purchase shares of Common Stock as disclosed in any of the annual or quarterly reports listed on Annex E to the Subscription Agreement
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Element 21 Golf Co), Common Stock Purchase Warrant (Element 21 Golf Co)
