Full Ratchet Adjustment. In the event that at any time commencing the first Closing and continuing for a period of twelve (12) months (as may be adjusted, the “Adjustment Period”) following the Closing or termination of the offering of Units offered in this offering, except for Excepted Issuances (as defined in Section 5.3(c)), the Company shall agree to issue or actually issue or grant the right to receive any Common Stock, preferred securities, or securities convertible, exercisable or exchangeable for shares of Common Stock (or modify any of the foregoing which may be outstanding) (“Common Stock Equivalent”) to any person or entity at a price per share or conversion price or exercise price per share (the “Lower Per Share Price”) which shall be less than the per share purchase price of initially $0.80, as adjusted for stock splits, dividends and reclassifications, (the “Per Share Price”) then in effect (“Lower Price Issuance”), then, automatically and without any obligation of or notice to Purchaser, the Company shall issue to the Purchaser such number of additional shares of Common Stock (the “Additional Shares”) as equals the difference between (x) (i) the Purchase Price paid for the Shares hereunder divided by (ii) the Lower Per Share Price, less (y) the number Shares previously issued to the Purchaser (including any Additional Shares issued in prior applications of the provisions of this Section 5.3(a)). Thereafter, and for purposes of calculating future adjustments or issuances of Additional Shares, the Per Share Price shall be amended and revised to be the Lower Per Share Price for purposes of future calculations of this adjustment. Certificates for Additional Shares shall be unconditionally delivered and issued in electronic book entry form to the broker dealer or custodian designated by Purchaser (or, if the Company is not eligible to issue securities in book entry form, or if the Purchaser specifically requests hard copy, then by Federal Express to the Purchaser) within 5 business days of the date of the Lower Price Issuance of Common Stock or Common Stock Equivalents (or, if earlier, date of commitment to make the Lower Price Issuance of Common Stock or Common Stock Equivalents). The Company acknowledges and agrees that the Purchasers and their assigns may be irreparably harmed and injured (including loss of profits) if certificates of Additional Shares are not issued promptly in accordance with the provisions hereof and shall compensate, in addition to enforcement cos...
Full Ratchet Adjustment. If the Company issues Additional Common Shares after the date of the warrant (a “Diluting Issuance”), then the number of shares of common stock purchasable under this warrant shall be increased to that number of shares of Common Stock equal the relative percentage of the Company’s Shares issued and outstanding in effect immediately before such Issue. (For example, the percentage of shares of common stock purchasable under this warrant on the Issue Date is equal to 4.9935% (262,800/5,262,800 = 4.9935%). In the event that the Company issues 1,000,000 Additional Common Shares, the number of shares of common stock purchasable under this warrant shall be increased to 312,733 (4.9935% x 6,262,800 = 312,733).) These full ratchet adjustment rights will continue in effect until two years from the date that all shares of the Company’s common stock purchasable under this warrant are registered under the Securities Act of 1933, as amended. These full ratchet adjustment rights will not attach to any shares sold in open market transactions on a recognized national securities exchange, the Nasdaq National Market (or a similar national quotation system), the over-the-counter electronic bulletin board or the Pink Sheets.
Full Ratchet Adjustment. If, after the Original Series A Issue Date, the Company shall issue Additional Ordinary Shares for a consideration per share (the “Future Issuance Price”) less than the Series A Conversion Price in effect on the date of, and immediately prior to, such issuance, then and in such event, the Series A Conversion Price shall be reduced concurrently with such issuance to a price equal to the Future Issuance Price.
Full Ratchet Adjustment. In the event the Company shall issue or sell Additional Ordinary Shares (other than Additional Ordinary Shares issued or deemed to be issued pursuant to this Section 5.5(a) and Section 5.5(b)), after the date of the Shareholders Agreement, without consideration or for a consideration per share less than the Series A Conversion Price in effect on the date of and immediately prior to such issue (such issuance price being referred to herein as the “Series A Dilution Price”), then and in each such event the Series A Conversion Price shall automatically be adjusted, as at the opening of business on the date of such issuance or sale, to a price equal to the Series A Dilution Price, unless such adjustment of the Series A Conversion Price is waived by the holders of more than sixty-seven percent (67%) of the then outstanding Series A Preferred Shares.
Full Ratchet Adjustment. If the Company issues after the Issue Date any Additional Stock (as such term is defined in the Certificate of Designation for Series B Preferred Stock of the Company dated November 16, 2007) at a per-share price lower than the Exercise Price then in effect, the Exercise Price shall be decreased to equal such per-share price of the Additional Stock.
