, for Common Stock. For the purposes of this ------------------------------------------- Article III, the issuance after the date of this Agreement of any warrants, options (other than the Reserved Employee Shares), subscriptions or purchase rights with respect to shares of Common Stock and the issuance of any securities convertible into or exchangeable for shares of Common Stock (or the issuance of any warrants, options or any rights with respect to such convertible or exchangeable securities) shall be deemed an issuance at such time of such Common Stock if the Net Consideration Per Share (as hereinafter determined) that may be received by the Company for such Common Stock shall be less than the Applicable Principal Conversion Value at the time of such issuance. Any obligation, agreement or undertaking to issue warrants, options, subscriptions or purchase rights at any time in the future shall be deemed to be an issuance at the time such obligation, agreement or undertaking is made or arises. No adjustment of the Applicable Principal Conversion Value shall be made upon the issuance of any shares of Common Stock that are issued pursuant to the exercise of any conversion or exchange rights in any convertible securities to the extent a corresponding adjustment shall previously have been made upon the issuance of any such warrants, options or subscriptions or purchase rights or upon the issuance of any convertible securities (or upon the issuance of any warrants, options or any rights therefor) as provided above. Any adjustment of the Applicable Principal Conversion Value that relates to warrants, options, subscriptions or purchase rights with respect to shares of Common Stock shall be disregarded if, as and when all of such warrants, options, subscriptions or purchase rights expire or are canceled without being exercised, so that the Applicable Principal Conversion Value effective immediately upon such cancellation or expiration shall be equal to the Applicable Principal Conversion Value in effect immediately prior to the issuance of the expired or canceled warrants, options, subscriptions or purchase rights, with such additional adjustments as would have been made to that Applicable Principal Conversion Value had the expired or canceled warrants, options, subscriptions or purchase rights not been issued. For purposes of this Article III, the "Net Consideration Per Share" that may be received by the Company shall be determined as follows:
Appears in 4 contracts
Samples: Convertible Note Purchase Agreement (Photoelectron Corp), Convertible Note and Warrant Purchase Agreement (Photoelectron Corp), Subordinated Convertible Note Purchase Agreement (Photoelectron Corp)
