Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price, provided that the Excluded Issuances (as defined in the Warrants) shall not be deemed a Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies w...
Dilutive Issuance. If the Company at any time while this Warrant is outstanding, shall offer, sell, grant any option or warrant to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "Common Stock Equivalents") entitling any Person to acquire shares of Common Stock, at an effective price per share less than the Set Price (a "Dilutive Issuance"), as adjusted hereunder (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at a price per share which is less than the Set Price, such issuance shall be deemed to have occurred for less than the Set Price), then (A) from the date hereof until the 12 month anniversary of the date hereof, the Set Price shall be reduced to equal the effective conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue and (B) from the 12 month anniversary of the date hereof until the Series A Shares are no longer outstanding, the Set Price shall be adjusted, by multiplying the Set Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Set Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Corporation shall notify the Holder in writing, no later than five (5) Business Days following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms.
Dilutive Issuance. Except as otherwise provided in Paragraphs A, B and F of this Article X, if and whenever the Corporation issues or sells, or in accordance with Article X.E.(ii) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Conversion Price on the Measurement Date for such shares of Common Stock (a “Dilutive Issuance”), then effective immediately upon the such Dilutive Issuance, the Conversion Price will be adjusted to equal the per share price at which such shares were issued, sold or deemed to have been issued or sold in such Dilutive Issuance, provided that such adjustment may be reversed as set forth below.
Dilutive Issuance. If the Company, at any time while this Warrant is outstanding, shall: (a) offer, sell, or grant any option to any Person to purchase its Common Stock or Common Stock Equivalents; (b) offer, sell or grant to any Person any right to reprice its Common Stock Equivalents; or (c) otherwise dispose of or issue any Common Stock or Common Stock Equivalents to any Person, other than the issuance of options and shares of Common stock at any time pursuant to any of the Company’s existing equity compensation plans or pursuant to any of the Company’s existing Common Stock Equivalents (each an “Exempt Issuance”); and in any case set forth in clauses (a), (b) and (c) at a price per share or effective per share of Common Stock less than the Exercise Price (such issuances collectively a “Dilutive Issuance”), as adjusted hereunder, then the Exercise Price shall be adjusted to equal the product obtained by multiplying the then effective Exercise Price by a fraction, the numerator of which is the sum of (x) the Fully Diluted Shares immediately prior to a Dilutive Issuance and (y) the quotient obtained by dividing the aggregate consideration received or to be received by the Company with respect to the Dilutive Issuance by the then effective Exercise Price and the denominator of which is the sum of the Fully Diluted Shares and the number of shares of Common Stock subject to the Dilutive Issuance. If any adjustment to the Exercise Price is to be made pursuant to this paragraph, the Company shall give prompt notice thereof to the holder together with the adjustment calculation.
Dilutive Issuance. Notwithstanding Section 6, if at any time the percentage of the Total Voting Power of the Company beneficially owned by the Shareholder decreases as a result of an issuance of Voting Stock by the Company (other than any Excluded Issuance) (a “Dilutive Issuance”), the Shareholder may acquire in the secondary market or otherwise such additional number of shares of Common Stock as when added to the Voting Stock already beneficially owned by the Shareholder would enable it to maintain the Total Voting Power of the Company that the Shareholder beneficially owned prior to such Dilutive Issuance, provided, that, after giving effect to any such acquisition, the Shareholder would not be the Beneficial Owner of in excess of twenty-five percent (25%) of the aggregate ordinary voting power of all shares of Voting Stock of the Company (such additional shares acquired, the “Additional Shares”).
Dilutive Issuance. If Purchaser issues Purchaser Shares in a Dilutive Issuance, then the Earn-Out Number in effect immediately prior to the Ex-Date for such issuance will be multiplied by the following fraction: (OS0 + X) / (OS0 + Y), where OS0 = the number of Purchaser Shares outstanding immediately prior to the Ex-Date for such Dilutive Issuance. X = the total number of Purchaser Shares issued in the Dilutive Issuance. Y = the number of Purchaser Shares equal to the aggregate price payable for the Purchaser Shares issued divided by the Current Market Price. In determining the aggregate offering price payable for such Purchaser Shares, there shall be taken into account any consideration received by Purchaser for such Purchaser Shares and the value of such consideration (if other than cash, to be determined in good faith by the Purchaser board of directors). If an adjustment to the Earn-Out Number is required under this clause (v), delivery of any additional Purchaser Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (v) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (v).
Dilutive Issuance. The Company hereby covenants and agrees that, unless or until the Company has obtained the Shareholder Approval that it shall not take any direct or indirect action, including, without limitation, by one or more Dilutive Issuances (as defined in the Warrants and in the Certificate of Designation), if the effect of any such action(s) is to limit the number of shares of Common Stock (i) issuable upon conversion of any shares of Preferred Stock pursuant to Section 6(e) of the Certificate of Designation or (ii) issuable upon exercise of any Warrants pursuant to Section 2(f) of the Warrants. As used herein, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents (without giving effect to the provisions of Section 6(e) of the Certificate of Designation or Section 2(f) of the Warrants), including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock calculated on the Closing Date.
Dilutive Issuance. Beginning on the effective date of any registration statement filed with the Commission registering all of the Conversion Shares until the one (1) year anniversary thereafter, if the Company shall issue or sell any Common Stock for a consideration per Common Stock less than the Conversion Price in effect immediately prior to such issuance or sale, then immediately upon such issuance or sale the Conversion Price shall be reduced to a price determined by multiplying such prior Conversion Price by a fraction, the numerator of which shall be the number of Common Stock outstanding immediately prior to such issue or sale plus the number of Common Stock which the aggregate consideration received by the Company for the total number of Common Stock so issued or sold would purchase at such prior Conversion Price, and the denominator of which shall be the number of Common Stock outstanding immediately prior to such issue or sale plus the number of Common Stock so issued or sold. Notwithstanding the foregoing, the provisions of this Section shall not apply upon the issuance of any preferred stock to the Company’s senior creditor in exchange for any outstanding indebtedness that is outstanding as of the date of this Amendment.
Dilutive Issuance. In the event that the Corporation at any time or from time to time after the Original Issue Date and prior to the earlier of (i) the consummation of an initial public offering of the Corporation's Common Stock and (ii) November 23, 2000, shall issue or sell shares of Common Stock (other than Excluded Shares) at a consideration per share less than the Target Price in effect immediately prior to the time of such issuance or sale (a "Dilutive Issuance") then, the provisions of this paragraph (b) shall apply. Within fifteen days after such Dilutive Issuance, the Corporation will issue and deliver to Bure for a purchase price of $.01 per share] a stock certificate representing additional shares of Common Stock ("Additional Shares"). The number of such Additional Shares shall be determined by (i) multiplying the Target Price in effect immediately prior to such Dilutive Issuance by the Aggregate Shares held by Bure prior to such Dilutive Issuance; (ii) dividing the product thereof by the Target Price in effect immediately following such Dilutive Issuance, as calculated in accordance with the following sentence; and (iii) subtracting therefrom the Aggregate Shares held by Bure prior to such Dilutive Issuance. Upon any Dilutive Issuance the Target Price shall be reduced to a price (calculated to the nearest cent) determined by multiplying (i) the Target Price in effect immediately prior to such Dilutive Issuance by (ii) the quotient obtained by dividing (x) the sum of (A) the total number of shares of Common Stock outstanding, immediately prior to such Dilutive Issuance, multiplied by the then-effective Target Price, plus (B) the aggregate amount of all consideration, if any, received by the Corporation upon such Dilutive Issuance, by (y) the total number of shares of Common Stock outstanding immediately after such Dilutive Issuance.
Dilutive Issuance. If at any time prior to twenty-four (24) months from the Closing Date the Company shall offer, sell, grant any option to purchase or offer, sell or grant any right to re-price its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), Additional Shares of Common Stock (as hereinafter defined) without consideration or for a consideration per share less than the Per Share Purchase Price (subject to proportional adjustment in the event of combinations, subdivisions, recapitalizations and the like) (the “Dilutive Price”), then forthwith upon the occurrence of any such event (the “Dilutive Issuance”), the Company shall have the option to either issue additional shares of Common Stock or pay cash to the holders of the Shares such that the effective share price of any Purchased Shares still held by the Investor hereunder shall become equivalent to the lower share price in the Dilutive Issuance.
