Exceptions to Adjustments. Except as specifically provided for herein, there shall be no adjustment or readjustment to the number of Shares issuable in the following circumstances (each of the following, an “Excluded Issuance”): (1) upon the exercise of this Warrant or any of the other Warrants issued to the Company’s other lenders on the Issuance Date; (2) upon conversion, exercise or exchange of securities, including convertible debt securities, outstanding prior to the Issuance Date; (3) pursuant to agreements in effect as of the Issuance Date (provided that such agreements are not amended after the Issuance Date to increase the number of securities, reduce the consideration payable in connection with such securities, or otherwise change the terms of such agreements so as to have a dilutive effect on this Warrant); (4) pursuant to the Company’s management, directors or other service providers as part of compensation and incentive programs approved by the Board; (5) pursuant to any joint venture arrangement, strategic arrangements, real property lease, financing transaction or other similar transaction in which equity financing is not the purpose of the transaction; and (6) pursuant to any public equity offerings. Notwithstanding the foregoing, the parties agree that any equity securities issued in “PIPE” transactions, and any equity securities issued pursuant to the Committed Equity Facility shall be “Excluded Issuances” if the securities issued in such “PIPE” transactions or pursuant to the Committed Equity Facility are issued for consideration equal to at at least $5 per share (as proportionately adjusted to account for stock splits, stock combinations, stock dividends or other distributions or recapitalizations affecting the Common Stock). For example (x) if the Company issues equity securities in a PIPE Transaction or pursuant to the Committed Equity Facility, and the consideration paid for those equity securities is $4 per equity security, then such issuance shall not be an Excluded Issuance and the adjustment set forth in Section 4(b) shall apply, and (y) if the Company issues equity securities in a PIPE Transaction or pursuant to the Committed Equity Facility, and the consideration paid for those equity securities is $5 per equity security, then such issuance shall be an Excluded Issuance and the adjustment set forth in Section 4(b) shall not apply. As used herein, “Committed Equity Facility” means the ChEF Purchase Agreement by and between Chardan Capital Markets LLC and ...
Exceptions to Adjustments. Notwithstanding anything contained to the contrary in this Article VIII, no adjustment to the Series C Conversion Price or Conversion Shares pursuant to Section (E) of this Article VIII will be made:
(i) upon the issuance of shares of Common Stock or Options or Convertible Securities to eligible Persons pursuant to any stock or option plan duly adopted by the Board of Directors of the Corporation, subject to compliance with the terms of the Stock Option Plan referred to in the Purchase Agreement, including the limitations on Options issued or issuable to the “Key Employees” as defined in the Purchase Agreement; or
(ii) upon the issuance of shares of Common Stock issuable upon the exercise of Options or conversion of Convertible Securities that are outstanding as of the date of filing of this Certificate of Designations, including, without limitation, those securities issued pursuant to the Purchase Agreement; or
(iii) the issuance of shares of Series A Preferred Stock as pay-in-kind dividends with respect to the Series A Preferred Stock;
(iv) the issuance (not for capital raising purposes) of shares of Common Stock, Convertible Securities or Options to financial institutions, lessors or vendors in connection with commercial credit or service arrangements, equipment financings or similar transactions, all approved by the Board of Directors of the Corporation; or
(v) the issuance of shares of Common Stock, Convertible Securities or Options to provide financing to consummate any Approved Business Combination; or
(vi) following the occurrence and during the continuation of a Warrant Default that has not been cured in a manner deemed satisfactory by the Corporation to facilitate the timely financing of an Approved Business Combination, the issuance of shares of Common Stock, Convertible Securities or Options to provide financing in order to consummate such Approved Business Combination.
Exceptions to Adjustments. Except as specifically provided for herein, there shall be no adjustment or readjustment to the number of Shares issuable in the following circumstances (each of the following, an “Excluded Issuance”): (1) securities issued to the Company’s lenders pursuant to the Credit Agreement or Securities Purchase Agreement or upon the conversion of preferred stock issued pursuant to the Credit Agreement or Securities Purchase Agreement or the exercise of this Warrant or any of the other SPA Warrants; (2) upon conversion, exercise or exchange of securities, including convertible debt securities and convertible debt securities issued as payment-in-kind interest thereon, outstanding prior to the Initial Closing Date (as defined in the Credit Facility); (3) pursuant to agreements in effect as of the Initial Closing Date (provided that such agreements are not amended after the Initial Closing Date to increase the number of securities, reduce the consideration payable in connection with such securities, or otherwise change the terms of such agreements so as to have a dilutive effect on this Warrant); and (4) pursuant to the Company’s management, directors or other service providers as part of compensation and incentive programs approved by the Board.
Exceptions to Adjustments. Notwithstanding anything contained to the contrary in this Section VI, no adjustment to the Series A-1 Conversion Price pursuant to Section VI.D will be made:
(i) upon the issuance of shares of Common Stock, Options or other Convertible Securities pursuant to any stock or option plan duly adopted by, or any services agreement approved by, the Board; or
(ii) upon the issuance of shares of Common Stock issuable upon the exercise of Options or the conversion of Convertible Securities that are outstanding or issuable pursuant to a services agreement that is in full force and effect as of the date of filing of this Certificate of Designation; or
(iii) upon the issuance of shares of Common Stock, Convertible Securities or Options to financial institutions, lessors or vendors in connection with commercial credit or service arrangements or similar transactions, all approved by the Board.
Exceptions to Adjustments. Notwithstanding anything to the contrary herein set forth, no adjustment shall be required to be made:
Exceptions to Adjustments. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment unless such adjustment would require an increase or decrease of at least two (2) percent of the Exercise Price or the number of Warrant Shares; provided, however, that any adjustments which by reason of this Section 4.5 are not required to be made shall be carried forward and taken into account in making subsequent adjustments, all calculations under this Section 4.5 shall be made to the nearest cent.
Exceptions to Adjustments. No adjustment to the Exercise Price or the number of Shares subject to this Warrant shall be made (i) upon the issuance of Shares pursuant to the exercise of this or other Warrants, or (ii) upon the grant or issuance of options to purchase Shares to employees, officers or directors of the Company.
Exceptions to Adjustments. No adjustment to the Option Price or the Option Shares under this Section 2 will be made (A) upon the issuance of shares of Class A Common Stock or options or warrants to purchase Class A Common Stock to employees of the Borrower pursuant to any stock option plan duly adopted by the Board of Directors of the Borrower on or before the date hereof, (B) solely as a result of the issuance of shares of Class A Common Stock upon the conversion of shares of Class B Common Stock, (C) solely as a result of the issuance of shares of Class A Common Stock upon the conversion of the Notes, or the exercise of either the Xxxx Option and/or any of the Warrants or (D) solely as a result of the issuance of securities pursuant to any agreements hereafter entered into by the Borrower with any of (w) Xxxxx Xxxx Socratic Inc. (d/b/a The Money School), (x) Xxxxxx.xxx Inc., (y) XX Xxxxxx & Company LLC, or (z) Vensure Employer Services, Inc.
