Common use of Exercise Price Adjustment Formulas Clause in Contracts

Exercise Price Adjustment Formulas. If and whenever after the date of this Warrant, the Company shall issue or sell any shares of Common Stock (except as provided in Section 2.1(h)) for a consideration per share less than 95% of the Market Price (as hereinafter defined) on the date of such issuance or sale, then forthwith the Exercise Price shall be reduced to the prices (calculated to the nearest tenth of a cent) determined by multiplying the Exercise Price in effect immediately prior to the time of such issuance or sale by a fraction, the numerator of which shall be (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance or sale (assuming the conversion of all securities convertible into shares of Common Stock) multiplied by the Market Price immediately prior to such issuance or sale, and (B) the consideration, if any, received and deemed received by the Company upon such issuance or sale, divided by (ii) the total number of shares of Common Stock outstanding and deemed outstanding immediately after such issuance or sale, and the denominator of which shall be the Market Price immediately prior to such issuance or sale. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 per share, 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 $0.01 per share or more.

Appears in 3 contracts

Samples: Convertible Loan Agreement (Cover All Technologies Inc), Warrant Agreement (Cover All Technologies Inc), Warrant Agreement (Cover All Technologies Inc)

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Exercise Price Adjustment Formulas. If and whenever after the date of this Warrant, the Company shall issue or sell any shares of Common Stock (except as provided in Section 2.1(hsubsection 2.01(h)) for a consideration per share less than 95% of the Market Price (as hereinafter defined) on the date of such issuance or sale, then forthwith the Exercise Price shall be reduced to the prices (calculated to the nearest tenth of a cent) determined by multiplying the Exercise Price in effect immediately prior to the time of such issuance or sale by a fraction, the numerator of which shall be (i) the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance or sale (assuming the conversion of all securities convertible into shares of Common Stock) multiplied by the Market Price immediately prior to such issuance or sale, and (B) the consideration, if any, received and deemed received by the Company upon such issuance or sale, divided by (ii) the total number of shares of Common Stock outstanding and deemed outstanding immediately after such issuance or sale, and the denominator of which shall be the Market Price immediately prior to such issuance or sale. No adjustment of the Exercise Price, however, shall be made in an amount less than $0.01 .01 per share, 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 $0.01 .01 per share or more.

Appears in 2 contracts

Samples: Warrant Agreement (Cigna Corp), Warrant Agreement (Warner Insurance Services Inc)

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