Convertible Security Grants. In the event that the Company shall in any manner issue (directly, by assumption in a merger or otherwise) or sell any Convertible Securities (other than pursuant to the exercise of Options to purchase such Convertible Securities covered by subsection 5.3), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (i) the total amount received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Purchase Price in effect immediately prior to the time of such issuance or sale (or less than the Conversion Price, determined as of the date of such issuance or sale of such Convertible Securities, as the case may be), then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issuance or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that, except as otherwise provided in Section 5.5, no further adjustment of the Purchase Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Lionbridge Technologies Inc /De/), Common Stock Purchase Warrant (Lionbridge Technologies Inc /De/), Common Stock Purchase Warrant (Lionbridge Technologies Inc /De/)
Convertible Security Grants. In the event that case the Company shall in any manner issue (directly, whether directly or by assumption in a merger or otherwise) or sell any Convertible Securities (other than pursuant to the exercise of Options to purchase such Convertible Securities covered by subsection 5.3)Securities, whether or not the rights to exchange or convert thereunder any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (ia) the total amount received or receivable by the Company as consideration for the issuance issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Purchase Price in effect immediately prior to the time of such issuance issue or sale (or less than the Conversion Price, determined as of the date of such issuance or issue of sale of such Convertible Securities, as the case may be), then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issuance or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per shareshare as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that, that (a) except as otherwise provided in Section 5.5, no further adjustment of the Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible SecuritiesSecurities and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Purchase Price have been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Purchase Price shall be made by reason of such issue or sale.
Appears in 1 contract
Samples: Warrant Agreement (Amerigroup Corp)