Determination of Conversion Price. (i) On any Conversion Date prior to the first day of the thirteenth calendar month after the Closing, the Conversion Price shall not be less than $1.50, and until the end of the seventh month following the Closing the Conversion Price shall be $5.50. Subject to the foregoing sentence and to the provisions of subsection (e)(iii) and subsection (f) of this Section, on any Conversion Date, the Conversion Price shall be the average of the three (3) lowest daily trading prices of the Common Stock for the 22 consecutive trading days ending with the trading day prior to the Conversion Date, reduced by the Applicable Percentage (as defined below) in effect on the Conversion Date.
(ii) The Applicable Percentage shall be as follows:
Determination of Conversion Price. (i) The Conversion Price at any date shall be 95% of the lowest trade price of the Common Stock as reported by Nasdaq during a period of ten consecutive trading days immediately preceding such date; PROVIDED, HOWEVER, that two days shall be added to such period each month, commencing on the first day following the date that is six months after the date of the original issuance of the Convertible Preferred, until such period shall have been lengthened to 22 days.
(ii) The Conversion Price at any date shall not be greater than $8.62 (the "Conversion Cap").
(iii) The "lowest trade price" of the Common Stock on any day shall be the lowest reported sale price of the Common Stock on Nasdaq or any other principal securities price quotation system or market on which prices of the Common Stock are reported. The term "trading day" means a day on which trading is reported on the principal quotation system or market on which prices of the Common Stock are reported.
Determination of Conversion Price. If a notice of redemption has been given prior to final determination of the Conversion Price pursuant to Section 4.3 hereof, the Conversion Price shall be deemed to be the Base Conversion Price, as adjusted pursuant to Section 4.2 hereof.
Determination of Conversion Price. (i) At any date up to and including November 15, 1997, the "CONVERSION PRICE" shall be, as applicable, either (x) the weighted-average (based upon the number of shares sold) of the actual selling price (but not less than the lower of (A) the price of shares sold in the Qualifying Offering if shares are so sold on the date of such trade and (B) the low trading price on the date of such trade as reported on the principal market for the Common Stock), at which the holder shall have sold shares of Common Stock received or receivable upon conversion of the 5% Preferred, reduced by any trading commissions or underwriting spreads paid by such holder, as certified to the Corporation by such holder, multiplied by an amount equal to 1 minus the Applicable Percentage set forth below, or (y) the average of the daily means between the low trading price of the Common Stock and the closing price of the Common Stock for the 3 consecutive trading days immediately preceding the date of conversion, multiplied by an amount equal to 1 minus the Applicable Percentage set forth below; provided, however, that clause (x) shall only apply to the extent shares of Common Stock are actually so sold and the holder converting 5% Preferred shall have given notice to the Corporation of such sale not more than 24 hours after such sale; provided further that, failure to give such notice within such time shall result in determination of the Conversion Price in accordance with clause (y).
Determination of Conversion Price. (i) At any date following the earlier of (x) the date at which a Registration Statement is declared effective, or (ii) the 90th day following the Closing Date, subject to the provisions of subparagraph (ii) below, the Conversion Price shall be 90% of the lowest trade price of the Common Stock as reported by NASDAQ during a specified period of consecutive trading days immediately preceding such date, which periods are set forth in the table below: Period during which such Period of consecutive trading date occurs: days preceding such date: Through the 120th day after Closing 5 days 121st to 150th day after Closing 6 days 151st to 180th day after Closing 7 days 181st to 210th day after Closing 8 days 211th to 240th day after Closing 9 days 241st to 270th day after Closing 10 days 271st to 300th day after Closing 11 days 301st to 330th day after Closing 12 days 331st day after Closing or later 13 days
(ii) The Conversion Price shall not be greater than the Conversion Cap. The Conversion Cap shall be calculated as follows: the mean between the closing bid price and closing ask price (as reported on NASDAQ) for each trading day during the 90-day period following the Closing Date (not including the Closing Date) shall be averaged; the Conversion Cap shall be equal to 115% of the resulting average.
(iii) The "lowest trade price" of the Common Stock on any day shall be the lowest reported sale price of the Common Stock on NASDAQ or any other principal securities price quotation system or market on which prices of the Common Stock are reported. The term "trading day" means a day on which trading is reported on the principal quotation system or market on which prices of the Common Stock are reported.
Determination of Conversion Price. The Conversion Price applicable with respect to the Preferred Shares (the "CONVERSION PRICE"), shall be
(i) Until the six month anniversary of the Closing (as defined in the Purchase Agreement), $1.5262 (the product of (x) the average of the VWAP for the Common Stock on the Principal Market on the Trading Day preceding the Closing Date, which was $1.3627 (the "CLOSING PRICE") multiplied by (y) 112%), as adjusted as set forth below (the "INITIAL CONVERSION PRICE");
(ii) On and after the six month anniversary of the Closing, the lesser of (A) the Initial Conversion Price or (B) the greater of (x) 105% of the average of the VWAP of the Common Stock on the Principal Market for the 20 Trading Days preceding such anniversary or (y) $.8176 (60% of the Closing Price). (The lesser of (A) and (B) of this Section 5(b)(ii) shall be referred to as the "RESET PRICE".) The Reset Price shall be subject to adjustment as set forth below.
(iii) In the event of a redemption in Common Shares pursuant to Section 6 hereof, the Conversion Price shall be the lesser of the Conversion Price applicable pursuant to paragraphs (i) and (ii) above, and the VWAP for the 20 Trading Days immediately preceding the date of such conversion or redemption.
Determination of Conversion Price. (i) The Conversion Price per share for purposes of hereof shall be equal to the lower of: (A) Four Dollars ($4.00); or (B) the "Applicable Percentage" multiplied by the average of the closing bid prices per share of the Common Stock as reported by NASDAQ during the five (5) consecutive trading days preceding the conversion date (but not including such date). The Applicable Percentage shall be: (i) eighty five percent (85%) if the conversion date is on or before the one hundred fiftieth (150th) day after the date of issuance; (ii) eighty two and one half percent (82.5%) if the conversion date is between the one hundred fifty first (151st) day after the date of issuance and on or before the one hundred eightieth (180th) day after the date of issuance; and (iii) eighty percent (80%) if the conversion date is on or after the one hundred eighty first (181st) day after the date of issuance.
(ii) The "closing bid price" of the Common Stock on a trading day shall be the closing bid price of the Common Stock on the NASDAQ National Market or any other principal securities price quotation system or market on which prices of the Common Stock are reported. The term "trading day" means a day on which trading is reported on the principal quotation system or market on which prices of the Common Stock are reported.
Determination of Conversion Price. (i) At any date during the eight months following the date of issuance, the Conversion Price shall be the lesser of (x) the actual selling price at which the holder giving notice of conversion shall have sold shares of Common Stock during the three trading days immediately preceding the date of conversion, in a bona fide trade with an unaffiliated third party, as certified to the Company by such holder, but not less than the lowest trading price on the date of such trade as reported by NASDAQ, reduced by the Applicable Percentage (as defined below), or (y) the average of the daily low trading prices of the Common Stock for the three trading days immediately preceding such date, reduced by the Applicable Percentage; provided, however, that clause (x) shall only apply to the extent of shares of Common Stock actually so sold.
(ii) At any date more than eight months following the date of issuance, through the 14th month following the date of issuance, the conversion price shall be the lowest trading price of the Common Stock during the five trading days immediately preceding the date of conversion, reduced by the Applicable Percentage.
(iii) The Applicable Percentage shall be as follows:
Determination of Conversion Price. The Conversion Price, with respect to each share of Preferred Stock shall be determined as follows:
(1) In the event that such share of Preferred Stock shall be converted at any time on or prior to six (6) months from the applicable Original Issuance Date, the Conversion Price for such share shall be equal to one hundred one percent (101%) of the Weighted Average Price for the thirty (30) Business Days ending two (2) Business Days prior to such conversion; provided, however, that in no event shall such Conversion Price be greater than one hundred fifteen percent (115%) of the Weighted Average Price for the first five (5) of such thirty (30) Business Days.
(2) In the event that such share of Preferred Stock shall be converted at any time after six (6) months from the applicable Original Issuance Date, the Conversion Price for such share shall be equal to the lesser of (A) one hundred fifteen percent (115%) of the Weighted Average Price for the five (5) Business Days ending immediately prior to the applicable Original Issuance Date for such share, or (B) one hundred one percent (101%) of the Weighted Average Price for the last thirty (30) Business Days of the period ending six (6) months after the applicable Original Issuance Date for such share.
Determination of Conversion Price. The Conversion Price applicable with respect to the Preferred Shares (the "CONVERSION PRICE"), shall be
(i) With respect to the first 2,500 Preferred Shares converted, the greater of (x) the lesser of (A) $0.75 or (B) the Per Share Value, or (y) 85% of the average of the daily VWAP of the Common Stock on the Principal Market for the 3 Trading Days or 20 Trading Days (whichever average is lower) preceding and excluding the Public Announcement Date, provided that in no event shall any Conversion Price exceed in each case on a per share basis $1.00 per share (the "INITIAL RESET PRICE");
(ii) With respect to the remaining 2,500 Preferred Shares, the greater of (x) the lesser of (A) $0.75 or (B) the Per Share Value, or (y) 90% of the average of the daily VWAP of the Common Stock on the Principal Market for the 3 Trading Days or 20 Trading Days (whichever average is lower) preceding and excluding the date of the conversion of such Preferred Shares, in each case on a per share basis (the "SUBSEQUENT RESET PRICE", and, together with the Initial Reset Price, as applicable, the "RESET PRICE"), provided that in no event shall any Reset Price exceed $1.
