Further Cashless Exercise if Adjusted Market Price Less than Exercise Price Sample Clauses

Further Cashless Exercise if Adjusted Market Price Less than Exercise Price. In addition to the rights set forth in Section 4(b) above, if, commencing on the 30th day subsequent to the date hereof through the Expiration Date, the Adjusted Market Price (as defined below) is less than the Exercise Price (as adjusted for stock splits, stock dividends, recapitalization and other similar events), then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment thereof and in lieu of making a Cashless Exercise, elect instead to receive upon such exercise the “net number” of shares of Common Stock (the “Market Price Net Number”) determined according to the following formula (the “Market Price Cashless Exercise”): (i) Market Price Net Number = 100% of the difference between (A) the quotient of (1) the product of (a) the number of Warrants being exercised and (b) the Exercise Price (adjusted for stock splits, etc.) divided by (2) the Adjusted Market Price, and (B) the number of Warrants being exercised; provided, however, that in no event shall the Company issue more than one Warrant Share for each Warrant exercised pursuant to this Section 4(d). (ii) For purposes of this Section 4(d), “Adjusted Market Price” shall mean 90% of the arithmetic average of the sum of the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market (or if not on the Nasdaq Capital Market, on the Company’s then principal trading market) immediately prior to the date of exercise. The Holder may exercise the Warrant in part or full with respect to a Market Price Cashless Exercise pursuant to the provisions hereof by delivering a duly executed Form of Election to Purchase to the Company indicating that the Holder wishes to effect a Market Price Cashless Exercise; however, it may not sell on any day shares received under this Section 4(d) in excess of 12.5% of the aggregate trading volume for the Company’s Common Stock on the Nasdaq Capital Market (or if not on the Nasdaq Capital Market, on the Company’s then principal trading market) on that day. The Holder may avail itself of this Section 4(d) regardless of whether there is an effective registration statement covering the Warrants and the shares of Common Stock into which the Warrants are exercisable.
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Related to Further Cashless Exercise if Adjusted Market Price Less than Exercise Price

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, 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 not less than 1% of such Exercise Price.

  • Number of Shares; Exercise Price This certifies that, for value received, the United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of fully paid and nonassessable shares of Preferred Stock set forth in Item 7 of Schedule A hereto (the “Shares”), at a purchase price per share of Preferred Stock equal to the Exercise Price.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Exercise Price The exercise price per share of Common Stock under this Warrant shall be $_____, subject to adjustment hereunder (the “Exercise Price”).

  • Warrant Exercise Price 1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common Stock of the Company (individually, a "Warrant Share" severally, the "Warrant Shares"). 1.2 The purchase price payable upon exercise of each Warrant ("Exercise Price") shall be $.

  • Adjustment of Exercise Price (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Adjustments in Exercise Price Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

  • ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

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