Common Stock Distribution. (a) If the Company shall, before the Loan Liquidation Date, issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, being herein called a “Common Stock Distribution”), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant shall be reduced to a price determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) immediately prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined), and (B) the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) immediately prior to such Common Stock Distribution, plus (2) the number of shares of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock Distribution. The provisions of this paragraph (a) shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.
Common Stock Distribution. (a) If the Company shall issue, sell or otherwise distribute any shares of Common Stock, other than pursuant to a Common Stock Reorganization (which is governed by Section 4.2 hereof) (any such event, including any event described in paragraphs (b) and (c) below, being herein called a "Common Stock Distribution"), for a consideration per share less than the Exercise Price then in effect or less than the Fair Market Value of the Company per share of outstanding Common Stock on a Fully Diluted Basis on the date of such Common Stock Distribution (before giving effect to such Common Stock Distribution), then, effective upon such Common Stock Distribution, the Exercise Price shall be reduced, if such consideration per share shall be less then the Exercise Price then in effect but not less than such Fair Market Value per share, to the lower of the prices (calculated to the nearest one-thousandth of one cent) determined as provided in clauses (i) and (ii) below or, if such consideration per share shall be less than such Fair Market Value per share, to the lowest of the prices (calculated to the nearest one-thousandth of one cent) determined as provided in clauses (i), (ii) and (iii) below:
Common Stock Distribution. (a) If the Company shall issue, sell or otherwise distribute any shares of Common Stock, other than pursuant to this Warrant or a Common Stock Reorganization (which is governed by Section 4.2 hereof) (any such event, including any event described in paragraphs (b) and (c) below, being herein called a "Common Stock Distribution"), for a consideration per share less than the Fair Market Value of the Company per share of outstanding Common Stock on a Fully Diluted Basis on the date of such Common Stock Distribution (before giving effect to such Common Stock Distribution), then, effective upon such Common Stock Distribution, the Exercise Price shall be reduced (but in no event increased), if such consideration per share shall be less than such Fair Market Value per share, to the lowest of the prices (calculated to the nearest one thousandth of one cent) determined as provided in clauses (i), (ii) and (iii) below:
Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the Company's 1998 Stock Option Plan, as amended, or the Company's 2001 Stock Plan (collectively, the "Stock Plan"), (iii) up to 920,000 shares of Common Stock issued upon the conversion of the convertible notes held by Laurus Master Fund, up to 1,360,000 shares of Common Stock issued upon the conversion of the Company's Series A Convertible Preferred Stock and up to 666,667 shares of Common Stock issued upon the conversion of the Company's Series B Convertible Preferred Stock, (iv) warrants to purchase Common Stock issued to an Additional Investor (as defined in the Investors' Rights Agreement (the "Investors' Rights Agreement"), dated as of the date hereof, by and between the Company, the Holder and Xxxxx X. Xxxxxxxx and Xxxx X. X'Xxxxx), if any, provided such warrants are exercisable for no more than 333,334 shares of Common Stock and are on terms reasonably acceptable to Holder (the "Additional Warrants"), or (v) shares of Common Stock issued upon the conversion or exercise of this Warrant, the warrant issued to Petra Mezzanine Fund, L.P. (the "Petra Warrant"), or up to 333,334 shares of Common Stock issued upon conversion or exercise of the Additional Warrants (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding sec...
Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than pursuant to a Common Stock Reorganization (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than the Fair Market Value per Share immediately prior to such Common Stock Distribution, then the Exercise Price shall be reduced to the price determined by multiplying
Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) not more than an aggregate of 20,000 shares of Common Stock issued pursuant to a transaction approved by the Board of Directors, (iii) an aggregate of not more than 3,500,000 shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the 1996 Stock Option Plan or any similar stock option or incentive plan of the Company approved by a majority of the Company's Board of Directors and, as required, shareholders (the "Stock Plan"), (iv) shares of Common Stock issued upon the conversion or exercise of the Series A Preferred Stock, the warrant issued to Holder on April 1, 2003 or this Warrant; or (v) shares of Common Stock and/or Option Securities (as defined below) issued in connection with the acquisition of Guideline Research Corporation ("Guideline"), including those shares of Common Stock issued to shareholders of Guideline as part of the One Year Deferred Compensation Amount (as defined in that certain Stock Purchase Agreement by and among Jay L. Friedland, Robert La Terra, Guideline Research Corporation anx xxx Cxxxxxx xx xxx xx its wholly-owned subsidiaries, dated as of April 1, 2003 (the "Acquisition Agreement"), but in all cases excluding any shares of Common Stock issued by the Company in connection with any indemnity obligations of the Company pursuant to the Acquisition Agreement (any such issuance, sale, distribution or grant in (i) through (v) being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of ...
Common Stock Distribution. (a) If the Company shall issue, sell or otherwise distribute any shares of Common Stock, other than pursuant to a Common Stock Reorganization (which is governed by Section 5(a)) (any such event, including any event described in paragraphs (ii) and (iii) below, being herein called a "Common Stock Distribution"), for a consideration per share less than the Market Price immediately prior to such Common Stock Distribution then, effective upon such Common Stock Distribution, the Exercise Price shall be reduced to a price determined by multiplying the Exercise Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such Common Stock Distribution multiplied by the Market Price, plus (B) the consideration, if any, received by the Company upon such Common Stock Distribution, and the denominator of which shall be the product of (1) the total number of shares of Common Stock outstanding immediately after such Common Stock Distribution multiplied by (2)
Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than pursuant to a Common Stock Reorganization (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than the Fair Market Value per Share immediately prior to such Common Stock Distribution, then the Exercise Price shall be reduced to the price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such Common Stock Distribution plus the number of shares issuable upon exercise of this Warrant and any Additional Warrants issued pursuant to the Loan Agreement plus (B) the quotient obtained by dividing the aggregate consideration, if any, received by the Company upon such Common Stock Distribution by such Fair Market Value per Share, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Common Stock Distribution plus the number of shares issuable upon exercise of this Warrant and any Additional Warrants issued pursuant to the Loan Agreement. "Fair Market Value per Share" as of any time means the fair market value of the Company as of such time divided by the number of outstanding shares of Common Stock, as of such
Common Stock Distribution. (i) If the Company shall issue, sell or otherwise distribute any share of Common Stock (a "Common Stock Distribution") other than (A) pursuant to a Corporate Reorganization (which is governed by SECTION 5(A)), (B) pursuant to the exercise of Options and Convertible Securities that were outstanding as of the Closing Date (which in the case of the Contingent Options shall be subject to the provisions of SECTION 5(E)(V)), or (C) pursuant to the exercise of any Warrant, for a consideration per share less than the Market Price immediately prior to such Common Stock Distribution (or, in the case of a Public Offering, for a consideration per share less than 95% of the Market Price immediately prior to such Common Stock Distribution), then, effective upon such Common Stock Distribution, the Exercise Price shall be reduced to a price determined by multiplying the Exercise Price by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such Common Stock Distribution multiplied by such Market Price, plus (B) the consideration, if any, received by the Company upon such Common Stock Distribution, and the denominator of which shall be the product of (1) the total number of shares of Common Stock outstanding immediately after such Common Stock Distribution multiplied by (2) such Market Price. If any Common Stock Distribution shall require an adjustment to the Exercise Price pursuant to the foregoing provisions of this SECTION 5(B), including by operation of paragraph (ii) or (iii) below, then, effective at the time such adjustment is made, the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be increased to a number determined
Common Stock Distribution. In case after the effective date hereof the Corporation shall issue or otherwise sell or distribute additional shares of Common Stock for a consideration per share less than the Group A Purchase Price or Group B Purchase Price in effect immediately prior to the time of such issue or sale (any such event being herein called a "Common Stock Distribution"), then, effective upon such Common Stock Distribution, the following adjustments shall be made:
