Exceptions to Adjustment. Notwithstanding the provisions of Sections 5.3 and 5.4, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.
Exceptions to Adjustment. Notwithstanding the provisions of Section 5.3, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance.
Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) and 3(f), no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants,; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Agreement, (v) any securities, including the Debenture, Warrants and Performance Warrants, as well as any shares of common stock issued as interest payment on the Debenture, issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock underlying the Debenture, the Warrants and the Performance Warrants, (vi) any shares of Common Stock issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.
Exceptions to Adjustment. The applicable Conversion Price shall not be adjusted:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;
(iv) upon the issuance of any shares of Common Stock or any other security of the Company in connection with acquisitions of assets or securities of another Person, including with respect to any merger or consolidation or similar transaction;
(v) for a change in the par value of the Common Stock; or
(vi) for accrued and unpaid dividends on the Series A Preferred Stock.
Exceptions to Adjustment. Notwithstanding the provisions of Sections 5.3 and 5.4, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean any issuance of any shares of Common Stock, options or convertible securities issued or issuable: (i) in connection with any Approved Stock Plan (as defined in the Note); provided that the option term, exercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Issue Date; (ii) in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital; provided, that such third parties are not granted any registration rights; (iii) pursuant to the Transaction Documents (as defined in the Purchase Agreement; and (iv) to pay regular salaries of key employees or service providers as deemed necessary or appropriate by the Board of Directors to preserve cash. Notwithstanding the foregoing, any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (ii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not be deemed to be an Excepted Issuance.
Exceptions to Adjustment. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the number of Warrant Shares issuable hereunder in the case of the issuance of the Warrants or the issuance of shares of the Common Stock upon exercise of the Warrants.
Exceptions to Adjustment. Anything herein to the contrary notwithstanding, there shall be no adjustment to the Exercise Price with respect to any Excluded Issuance.
Exceptions to Adjustment. Notwithstanding the provisions of Section 5(f):
(i) No adjustment in the Warrant Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Warrant Price then in effect; provided, however, that any adjustments that by reason of this subparagraph (g)(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subparagraph shall be made to the nearest cent or nearest 1/100th of a share.
(ii) Upon the sale or issuance of any Dilutive Securities as compensation to officers, directors, employees or consultants of the Company other than pursuant to compensation or incentive plans existing as of the date of this Warrant, then the Warrant Price shall be automatically adjusted, for an equivalent number of Shares equal to all such compensatory Dilutive Securities, to be equal to the lowest Dilutive Strike Price of all such compensatory Dilutive Securities. By way of illustration, if compensatory Dilutive Securities to purchase 1,000 shares of Common Stock are issued to various persons at Strike Prices of $0.01, $.02 and $0.025, this Warrant shall be adjusted so as to provide the Holder with the right to purchase 1,000 shares of Common Stock at $0.01 per share.
(iii) Upon the sale or issuance of any Dilutive Securities in connection with capital investment into the Company, or debt financings or refinancings, then the Warrant Price shall be automatically adjusted to be equal to the lowest Dilutive Strike Price of all such Dilutive Securities. The parties intend that any Dilutive Securities sold or issued to placement agents, finders, brokers, underwriters and the like as compensation for their assistance with respect to any such transaction are intended to be governed by this provisions of this subparagraph (g)(iii) rather than the provisions of subparagraph 5(g)(ii).
(iv) Notwithstanding anything to the contrary set forth in this Section 5(f), no adjustment shall be made to the Warrant Price upon the issuance of Common Stock upon the conversion or exercise of the options, warrants or rights of the Company outstanding as of the date hereof.
Exceptions to Adjustment. No adjustment will be made (i) upon the exercise or conversion of any Warrants, options, subscriptions, convertible notes, convertible debentures, convertible preferred stock or other convertible securities issued and outstanding on the date hereof; (ii) upon the grant or exercise of any stock or options which may hereinafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, or upon grant or exercise of any stock or options to or by any officer, director, employee, agent, consultant or other entity providing services to the Company, whether or not under a plan; (iii) upon conversion of any of the Series A Convertible Preferred Stock; (iv) upon the issuance of securities in connection with any merger, acquisition or consolidation, or purchase of assets or business from another person, so long as the Company is the surviving corporation; (v) upon the issuance of securities issued as the result of anti-dilution rights granted to a third party; (vi) upon the issuance of securities in a private placement made within six months of the original issuance date of the Series A Preferred Stock at a discount below the market price thereof which does not exceed 20%.
Exceptions to Adjustment. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Purchase Price or the number of shares issuable hereunder as a result of the issuance of the Option or the issuance of shares of the Common Stock upon exercise of the Option. In the event any adjustment to the Purchase Price or the number of Shares issuable upon exercise of the Option is required to be made hereunder, and such adjustment results in an adjustment to any other security of the Corporation outstanding prior to the Date of Issuance pursuant to the terms of such other security as they existed prior to the Date of Issuance, then such adjustment to such other security shall not in and of itself be deemed to require any subsequent adjustment to the Purchase Price or the number of Shares issuable hereunder.
