Determination of Share Number; Valuation Period Sample Clauses

Determination of Share Number; Valuation Period. (a) Within ten days after the end of each calendar month, at the option of the Company it may require a purchase of Common Stock by the Investor (except as hereinafter in this Agreement provided), subject to the procedures set forth in Section 1.2(a), in a maximum amount not to exceed the lesser of (i) $7,000,000, less all amounts previously paid by the Investor pursuant to this Section 1.3(a), (ii) $583,333, (iii) the product of (x) the number of shares of Common Stock traded on the Principal Market during the preceding calendar month, multiplied by (y) the average of the closing bid prices as reported by Bloomberg L.P. ("Bloomberg") (or other appropriate published source) for the Common Stock during the prior calendar month, multiplied by (z) 10% and (iv) such Dollar Amount which, together with the related Warrants (as defined below) to be issued pursuant to Section 1.4 below, would result in the Investor beneficially owning no more than 4.9% of the Common Stock outstanding on the Closing Date (as defined below) in question (including without limitation Common Stock deemed beneficially owned by the Investor pursuant to any Warrants), as determined in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder. The Put Notice shall include a representation of the Company as to the Common Stock outstanding on the Put Notice Date as determined in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder. In the event that the amount of Common Stock outstanding as determined in accordance with Section 13(d) of the Exchange Act and the regulations promulgated thereunder is different on a Closing Date than on the Put Notice Date associated with such Closing Date, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor would own more than 4.9% of the Common Stock as of such Closing Date. For example, if a total of 2,000,000 shares of Common Stock traded during January of a particular year on the Principal Market and the average of the closing bid prices was $1.00, on or before February 10 the Company could request a draw down not to exceed 10% of $2,000,000 or $200,000, so long as such amount was available under this Agreement and so long as such amount did not result in the Investor beneficially owning more than 4.9% of the Common Stock. (b) Simultaneously with the deposit of the funds from the Investor in the amount of the draw...
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Determination of Share Number; Valuation Period. (a) The initial aggregate number of shares (an "Initial Share Number") that the Company shall be obligated to issue and sell and the Investors shall be obligated to purchase (in accordance with the Participation Schedule) in connection with a Put Notice shall be equal to the number obtained by (i) dividing (x) the Dollar Amount designated in such Put Notice by (y) 85% of the closing price of the Common Stock on the Principal Market on the Put Notice Date, as reported by the Principal Market (such closing trading price hereby defined as the "Initial Share Price") and (ii) rounding to the nearest whole number of shares. (b) Subject to the extensions set forth in Section 1.3(c) below, the "Valuation Period" in connection with each purchase of Common Stock shall commence on the Trading Day immediately following the Put Notice Date with respect to such purchase and shall end on that Trading Day during which the aggregate number of shares of Common Stock traded on the Principal Market (determined by reference to the sum of the actual daily trading volume of the Common Stock, as reported in the Wall Street Journal for the applicable Trading Days) subsequent to the Put Notice Date applicable to such purchase is at least equal to twenty (20) times the applicable Initial Share
Sample 1
Determination of Share Number; Valuation Period. (a) Within ten days after the end of each calendar month at the option of the Company it may require a purchase of Common Stock by the Investor, subject to the procedures set forth in Section 1.2(a), in a maximum amount not to exceed the lesser of (i) $7,000,000 less all amounts previously paid by the Investor pursuant to this Section 1.3(a) and (ii) the product of (x) the number of shares of Common Stock of the Company traded on the Principal Exchange on which the Common Stock traded for the preceding calendar month, multiplied by (y) the average of the closing bid prices noted in Bloomberg (or other appropriate published source) for the Common Stock during the prior calendar month, multiplied by (z) 14%. For example, if a total of 1,000,000 shares of Common Stock traded during January of a particular year on the Principal Exchange and the average of the closing bid prices was $2.00, on or before February 10 the Company could request a draw down not to exceed 14% of the $2,000,000 or $280,000, so long as such amount was available under this Agreement. (b) Simultaneously with the receipt of the funds from the Investor in the amount of the draw down the Company shall issue and sell to the Investor and the Investor shall be deemed to have purchased, in consideration of the funds so drawn down, the number of shares of Common Stock equal to the draw down divided by 74% of the lowest sales price for the Common Stock on the Principal Exchange and as noted in Bloomberg (or other appropriate published source) (the "LOWEST SALE PRICE" during the ten trading days prior to the Put Notice Date (the "LOOK BACK PERIOD"). For example, if the Lowest Sale Price for the Look Back Period was $2.00 and the draw down was $500,000, the number of shares of Common Stock to be issued would be 337,837 shares. (c) Notwithstanding the foregoing, in the event that the Lowest Sale Price during the twenty trading days after a particular Closing (as defined below) is less than 95% of the Lowest Sale Price applicable to such Closing, then the Company shall promptly issue to the Investor an additional number of shares of Common Stock with respect to such Closing such that the number of shares of Common Stock issued to the Investor at such Closing plus such additional number of shares are equal to the funds drawn down at such Closing divided by 74% of the Lowest Sale Price during such twenty trading day period. The Investor shall also be issued additional Warrants equal to 12% of the number...
Sample 1
Determination of Share Number; Valuation Period. (a) The initial number of shares (an "Initial Share Number") that the Company shall be obligated to issue and sell and the Investor shall be obligated to purchase in connection with a Put Notice shall be equal to the number obtained by (i) dividing (x) the Dollar Amount designated in such Put Notice by (y) 95% of the closing trading price of the Common Stock on the Principal Market on the Put Notice Date, as reported by the Principal Market (such closing trading price hereby defined as the "Initial Share Price") and (ii) rounding to the nearest whole number.
Sample 1

Related to Determination of Share Number; Valuation Period

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares of Series Preferred purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Change in Option Price or Conversion Rate If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

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