Common use of Change in Option Price or Rate of Conversion Clause in Contracts

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

Appears in 4 contracts

Samples: Exchange Agreement (Eon Communications Corp), Agreement of Merger and Plan of Reorganization (Eon Communications Corp), Securities Purchase Agreement (Eon Communications Corp)

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Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions referred to in Section 2(d)(i), the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities referred to in Section 2(d)(i) or 2(d)(ii), or the rate at which any Convertible Securities referred to in Section 2(d)(i) or 2(d)(ii) are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C2(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For clarityOn the expiration of any Options referred to in Section 2(d)(i) or any Convertible Securities referred to in Section 2(d)(ii), adjustments or the termination of any such right to the purchase price exercise, convert or exercise price of Options already provided for in the terms of exchange such outstanding Options or adjustments to Convertible Securities, the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Applicable Price then in effecteffect hereunder shall forthwith be increased to the Applicable Price which would have been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Appears in 3 contracts

Samples: Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/)

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions referred to in Section 8(e)(i), the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities referred to in Section 8(e)(i) or 8(e)(ii), or the rate at which any Convertible Securities referred to in Section 8(e)(i) or 8(e)(ii) are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C8(e)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such changeincrease or decrease. For clarityOn the expiration of any Options referred to in Section 8(e)(i) or any Convertible Securities referred to in Section 8(e)(ii), adjustments or the termination of any such right to the purchase price exercise, convert or exercise price of Options already provided for in the terms of exchange such outstanding Options or adjustments to Convertible Securities, the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Applicable Price then in effecteffect hereunder shall forthwith be increased to the Applicable Price which would have been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

Appears in 3 contracts

Samples: Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/)

Change in Option Price or Rate of Conversion. If On or after the Issuance Date, if the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities or Common Stock Equivalents, or the rate at which any Convertible Securities or Common Stock Equivalents are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, then the Conversion Exercise Price in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price which would have been in effect at such time had such Options Options, Common Stock Equivalents or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes ; provided that for the avoidance of this Section 2(d)(i)(C)doubt, if no Additional Warrant Shares will be issued in connection with any such increase or decrease pursuant to the currently existing terms of any Option or Convertible Security that was currently outstanding Company warrants. Except as of the Subscription Date are changed in the manner described in the immediately preceding sentencecontemplated by Section 2(h), then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed no adjustment pursuant to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment this Section 2 shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Additional Warrant Shares or Warrant Shares issuable under this Warrant. Additionally, for the avoidance of doubt, neither a Reclassification (as defined below) nor a stock dividend to all holders of Common Stock shall be treated as issuances with zero consideration under this Section, and no adjustment pursuant to Section 2(a) will result in a further adjustment to this Warrant under this Section so long as any Consideration Adjustment of any Options constitutes “consideration” for the purposes of the adjustment provided in Section 2(a).

Appears in 2 contracts

Samples: Quantum Corp /De/, Quantum Corp /De/

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, conversion or exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Warrant Exercise Price in effect at the time of such change shall be adjusted to the Conversion Warrant Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock acquirable hereunder shall be correspondingly readjusted. For purposes of this Section 2(d)(i)(C8(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Warrant Exercise Price then in effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (8x8 Inc)

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Amendment Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made (x) pursuant to this Section (7)(a)(iii) if an adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a) in connection therewith or (y) if such adjustment would result in an increase of the Conversion Price then in effect.

Appears in 1 contract

Samples: WorldSpace, Inc

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Issuance Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effecteffect to a Conversion Price greater than the Conversion Price in effect on the Issuance Date (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the Issuance Date).

Appears in 1 contract

Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)

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Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any timetime (other than Excluded Issuances, in each case), the Conversion Warrant Price in effect at the time of such change shall be adjusted to the Conversion Warrant Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock acquirable hereunder shall be correspondingly readjusted. For purposes of this Section 2(d)(i)(C9(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exerciseconversion, conversion exchange or exchange exercise thereof shall be deemed to have been issued as of the date of such change. For clarityOn the expiration of any Option or Convertible Security not exercised, adjustments the applicable Warrant Price then in effect shall forthwith be increased to the purchase price or exercise price of Options already provided for Warrant Price that would have been in effect at the terms time of such outstanding Options expiration had such Stock Purchase Rights or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if anynever been issued. No adjustment shall be made if such adjustment would result increase the applicable Warrant Price by an amount in an increase excess of the Conversion adjustment originally made to the Warrant Price then in effectrespect of the issue, sale or grant of the applicable Option or Convertible Security.

Appears in 1 contract

Samples: Vcampus Corp

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable or exercisable for Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarity, adjustments to the purchase price or exercise price of Options already provided for in the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as of the date of such adjustment, if any. No adjustment shall be made (x) pursuant to this Section (7)(a)(iii) if an adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a) in connection therewith or (y) if such adjustment would result in an increase of the Conversion Price then in effect.

Appears in 1 contract

Samples: Royalty Agreement (WorldSpace, Inc)

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions issued after the Subscription Date, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange or exercise of any Convertible SecuritiesSecurities issued after the Subscription Date, or the rate at which any Convertible Securities issued after the Subscription Date are convertible into or exercisable or exchangeable or exercisable for shares of Common Stock changes increases or decreases at any time, the Conversion Exercise Price and the number of Warrant Shares in effect at the time of such change increase or decrease shall be adjusted to the Conversion Exercise Price and the number of Warrant Shares which would have been in effect at such time had such Options or Convertible Securities provided for such changed increased or decreased purchase price, additional consideration or changed increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(d)(i)(C)Additionally, if the terms of any Option or Convertible Security that was outstanding as of the date of the Subscription Date are changed is increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. For clarityincrease or decrease, adjustments but in such event the amount of the adjustment to the purchase price or exercise price of Options already provided for in Exercise Price pursuant to this Section 2 will not be proportionately greater than the terms of such outstanding Options or adjustments to the rate at which Convertible Securities are convertible into or exchangeable or exercisable for Common Stock already provided for in the terms of such outstanding Convertible Securities (or assumed by the Company in the Reverse Merger) shall not result in the deemed issuance of Common Stock as proportionate amount of the date of such adjustment, if anyincrease or decrease. No adjustment pursuant to this Section 2(a) shall be made if such adjustment would result in an increase of the Conversion Exercise Price then in effecteffect or a decrease in the number of Warrant Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biovest International Inc)

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