Diluting Issuances Sample Clauses

Diluting Issuances. The parties hereto acknowledge that in the event of a dilutive issuance as described in Article IV(B)(4)(d)(i) of the Certificate (such provision, the “Provision”) by the Company after the Issuance Date, without any action by the Company or the Registered Holder hereunder, the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock (including the Series B Preferred Stock issuable upon the exercise of this Warrant as set forth herein) shall be adjusted in accordance with the Provision. Under no circumstances shall the number of shares of Warrant Stock issuable or the Exercise Price payable by the Registered Holder upon exercise of the Warrant increase or decrease as a result of any adjustment arising under the Provision.
Sample 1Sample 2
AutoNDA by SimpleDocs
Diluting Issuances. In the event of an issuance or sale by the Company of any shares of Common Stock, warrants, options or other rights to subscribe for or acquire shares of Common Stock (collectively, "Options") or securities convertible into, or exchangeable for, shares of Common Stock (collectively "Convertible Securities"), or any change in the terms and conditions of any Options or Convertible Securities such that shares of Common Stock are to be issued or sold pursuant thereto, for a consideration per share less than the Purchase Price in effect immediately prior to such issuance or sale, then the Purchase Price in effect immediately prior to such issuance or sale shall be reduced to such lesser consideration; provided, however, that no adjustment pursuant to this Section 3.3 shall be applicable in connection with the issuance or sale of (i) any securities issued by reason of a dividend, stock split, split-up, reorganization or reclassification or other distribution of shares of Common Stock that is covered by Section 3.1 or 3.2, (ii) securities issued to employees (other than executive officers) of the Company pursuant to a plan adopted by the Board of Directors of the Company, and (iii) securities issued upon exercise or conversion of any option, warrant or convertible security outstanding, and in accordance with the terms and conditions (including the number of shares issuable pursuant thereto and the exercise price therefor) in effect, on the date hereof.
Sample 1
Diluting Issuances. The Registered Holder shall be entitled to ------------------ the benefit of all adjustments in the number of shares of Common Stock of the Company issuable upon conversion of the Warrant Shares which occur prior to the exercise of this Warrant, including without limitation any increase in the number of such shares of Common Stock issuable upon conversion as a result of a dilutive issuance of capital stock.
Sample 1
Diluting Issuances. (i) Special Definitions. For purposes of this subsection 3(b), ------------------- the following definitions shall apply:
Sample 1
Diluting Issuances 
Sample 1Sample 2Sample 3See All (20)

Related to Diluting Issuances

  • Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

  • Dilutive Issuances For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • VALID ISSUANCES The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Issuances The Shares to be issued hereunder will be validly issued, fully paid and nonassessable.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

  • Action Preventing Issuance No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities.

  • Dilutive Rights Offering In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

Time is Money Join Law Insider Premium to draft better contracts faster.