Conversion Price Adjustment. In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.
Conversion Price Adjustment. The Conversion Price of the Debentures on any Conversion Date (the "Conversion Price") shall equal $1.19, subject to adjustment as provided for in subsection (i) through (ix) below.
(i) If the Company, at any time while any Debentures are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (other than PIK dividend preferred stock), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(ii) If the Company, at any time while any Debentures are outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Per Share Market Value at the record date mentioned below, then the Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so
Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth.
(a) If the Company shall effect a subdivision of the Common Stock, the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section.
(c) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the...
Conversion Price Adjustment. The "Series B Preferred Conversion Price" with respect to the Series B Preferred Stock shall initially be equal to the Series B Preferred Original Purchase Price and shall be subject to adjustment from time to time as follows:
Conversion Price Adjustment. The Conversion Price shall be subject to adjustment from time to time as follows:
Conversion Price Adjustment. In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(c)(iii)), after the Original Issue Date, without consideration or for a consideration per share less than the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect on the date of and immediately prior to such issuance, then and in each such event the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, shall automatically be adjusted as set forth in this Section 4(c)(iv), unless otherwise provided in this Section 4. Whenever the Conversion Price of any series of Preferred Stock is to be adjusted pursuant to this Section 4(c)(iv), the new Series A Conversion Price, new Series B Conversion Price, new Series C Conversion Price, new Series D-1 Conversion Price, new Series D-2 Conversion Price or new Series D-3 Conversion Price, as applicable, shall be determined by multiplying the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect immediately prior to such issue (or deemed issue) by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued (or deemed issued) would purchase at such Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect immediately prior to such issuance (or deemed issuance), and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) plus the number of such Additional Shares of Common Stock so issued (or deemed issued). For the purposes of this Section 4(c)(iv), the number of outstanding shares of Common Stock shall be deemed to include the Common Stock issuable on conversion of all outstanding Preferred Stock, ...
Conversion Price Adjustment. The Fixed Conversion Price shall be adjusted upward (as hereafter provided) immediately following each conversion under Sections 2.2 and/or 3.1 hereof (calculated on a cumulative basis) of $2,000,000 (each, a “Specified Event”). Following the occurrence of each Specified Event, the Fixed Conversion Price shall be equal to 110% of the average closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the three (3) trading days immediately prior to the occurrence of the Specified Event.
Conversion Price Adjustment. Whenever the number of shares of Common Stock issuable upon the conversion of the Note is adjusted as provided pursuant to this Section 5(d), the Conversion Price payable upon the conversion of this Note shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the conversion of this Note immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable upon the conversion of this Note immediately thereafter; provided, however, that the Conversion Price shall in no event be less than the par value of a share of such Common Stock.
Conversion Price Adjustment. As of the date hereof, Sections 3.2.1(i) and (ii) of the Original Note are deleted and replaced in their entirety with the following:
i. If the market capitalization of the Borrower is less than One Million Dollars ($1,000,000) on the day immediately prior to the date of the Notice of Conversion, then the Conversion Price shall be twenty-five percent (25%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion is given (which represents a discount rate of seventy-five percent (75%)); and
ii. If the closing price of the Borrower’s Common Stock on the day immediately prior to the date of the Notice of Conversion is less than one-tenths of a pxxxx ($0.001) then the Conversion Price shall be twenty-five percent (25%) multiplied by the Lowest Closing Price as of the date a Notice of Conversion is given (which represents a discount rate of seventy-five percent (75%)).”
Conversion Price Adjustment on the Series A Preferred The Series A Investors hold 566,933 shares of Series A Preferred. The terms of the Series A Preferred contain a conversion price adjustment in the event that securities of Frontstep are issued for consideration below the conversion price of the Series A Preferred. The current conversion price of the Series A Preferred is $2.85, and it is understood that the conversion price of the Series A Preferred will be reduced to $2.35 prior to the conversion of the Series A Preferred into shares of Common Stock of Frontstep, such that the Series A Preferred will be convertible into 5,792,397 shares of Frontstep Common Stock in order to effect the agreed-to discount of 25% referred to above.
