Issuance of Additional Common Stock. The parties hereto acknowledge that the Borrower has agreed to issue, simultaneously with the execution of this Agreement and in the future, certain shares of the Borrower’s Common Stock in accordance with Section 2.2(f) above. In the event, for any reason, the Borrower fails to issue, or cause its Transfer Agent to issue, any portion of the Common Stock issuable to Lender hereunder, either now or in the future, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Borrower, a written instruction requesting the issuance of the shares of Common Stock then issuable, and the Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, issue such shares of the Borrower’s Common Stock as directed by Lender, and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Lender’s notice, a certificate of the Common Stock of the Borrower, registered in the name of Lender, for the number of shares of Common Stock issuable to Lender in accordance herewith.
Issuance of Additional Common Stock. In addition to all other adjustments to the number Warrant Shares set forth elsewhere in this Agreement, if the Company shall at any time or from time to time during the term of the Warrants issue or sell any shares of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (i) to the Company’s Affiliates for consideration greater than $0.35 per share (subject to adjustment on the same basis as the Purchase Price), but below the Reference Price (a “Discounted Issuance”) or (ii) to any Person (whether or not an Affiliate of the Company) for consideration less than $0.35 per share (a “Below Exercise Price Issuance”), then the following adjustments shall occur:
(A) In the event of a Discounted Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Discounted Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Discounted Issuance would purchase at the Reference Price then in effect and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Discounted Issuance.
(B) In the event of a Below Exercise Price Issuance, the Purchase Price in effect immediately prior to such issuance or sale shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Purchase Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Below Exercise Price Issuance plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in exchange for the Below Exercise Price Issuance would purchase at $0.35 per share (subject to adjustment pursuant to this Section 4.1) and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after the Below Exercise Price Issuance.
(C) In the event of either a Discounted Issuance or a Below Exercise Price Issuance, the number of shares which may be purchased pursuant to the Warrant Certificate shall b...
Issuance of Additional Common Stock. If the Corporation, at any time or from time to time after the date of this Warrant, shall issue, sell, grant, or shall fix a record date for the determination of holders of any class of securities entitled to receive, shares of Common Stock at a price per share that is less than the Exercise Price on the date the Corporation fixes the offering price of such additional shares of Common Stock (a "Dilutive Issuance") then the Exercise Price shall be reduced as of such date, to a price equal to the lowest price per share received or to be received by the Corporation in such Dilutive Issuance.
Issuance of Additional Common Stock. If at any time while this Warrant is outstanding, the Company shall issue Additional Common Stock (as defined herein) at a price per share, or with an exercise price or conversion price (as the case may be), lower than the Exercise Price in effect at such time, then the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: EP2 = (EP1 * (A + B)) / (A + C) For purposes of the foregoing formula, the following definitions shall apply:
Issuance of Additional Common Stock. If the Company issues additional shares of Common Stock to employees of the Company or its Subsidiaries, the proposed recipient of any such shares shall be required as a condition of such issuance to execute and deliver to the Company a Joinder substantially in the form of Exhibit A.
Issuance of Additional Common Stock. In case at any time or from time to time the Company shall (except as hereinafter provided) issue to any Person any Additional Stock which is common Stock (or Convertible Securities convertible into common Stock) for a consideration per share of such common Stock (or which would produce consideration per share of such common Stock on conversion of, or exercise of rights under, such Convertible Securities) which is less than (a) with respect to any issuance incident to the consolidation or merger of the Company with, or the sale, lease or transfer of all or substantially all the Company's assets to the party identified in that certain letter dated as of September 26, 1997 between the Company and Specialty Investment I LLC (or in connection with a financing related to any such transaction), the Fair Market Value of a share of common Stock, and (b) with respect to any other such issuance, (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the Fair Market Value of a share of common Stock, then the number of shares of common Stock comprising a Stock Unit shall be increased to that number determined by multiplying the number of shares of common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (a) the numerator of which shall be the total number of shares of common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock plus the number of such shares of such common Additional Stock (assuming conversion or exercise of such Additional Stock if such Additional Stock is Convertible Securities), and (b) the denominator of which shall be the number of shares of such common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock PLUS the number of shares of common Stock which could be purchased with the aggregate consideration paid for such common Additional Stock at an assumed price per share equal to (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the F...
Issuance of Additional Common Stock. If and whenever the Company ----------------------------------- shall issue or sell any shares of its Common Stock for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, then, upon such issuance or sale the Warrant Exercise Price shall be adjusted to that price equal to the fraction (i) the numerator of which shall be equal to (A) (x) the Warrant Exercise Price in effect immediately prior to such event multiplied by (y) the total number of outstanding shares of Common Stock immediately prior to such event plus (B) the consideration received ---- by the Company upon such issuance or sale, and (ii) the denominator of which shall be the total number of outstanding shares of Common Stock immediately after such event, treating as outstanding all shares of Common Stock issuable upon exchanges of Exchangeable Securities (including any held by the Holder) and exercises of Stock Purchase Rights (including any Warrants held by the Holder) provided that, no adjustment shall be made with respect to the issuance of -------- ---- shares of Common Stock issued
(1) upon exchange or conversion of Exchangeable Securities outstanding on the date hereof, (2) in connection with the Common Stock or Exchangeable Securities issued under an Approved Stock Plan, (3) issued pursuant to the exercise of Exchange Rights granted under the Note or Warrant Shares issued upon the exercise of other Warrants; or (4) as consideration in connection with arms length transactions involving the acquisition of other companies in the specialty finance industry.
Issuance of Additional Common Stock. (a) If, after the date hereof, the Company shall issue or sell
(i) Additional Shares (defined below) without consideration or for a consideration per share less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock in effect immediately prior to such issue or sale, or
(ii) Common Stock Equivalents exercisable for Additional Shares with a minimum exercise or exchange price less than the higher of (A) the Warrant Price and (B) the fair market value of a share of Common Stock in effect immediately prior to each issue or sale, then, and in each such case, the Warrant Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Warrant Price by a fraction:
(i) the numerator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale (including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuance upon exercise of outstanding options, warrants or other convertible securities) plus (B) the number of shares of Common Stock that the aggregate consideration received by the Company upon such issuance or sale (or, in the case of Common Stock Equivalents exercisable for Additional Shares, receivable by the Company upon exercise or exchange) would purchase at such Warrant Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale (assuming, in the case of Common Stock Equivalents exercisable for Additional Shares, exercise or exchange of all such Common Stock Equivalents and including any shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock and issuable upon exercise of outstanding options, warrants or other convertible securities).
(b) For the purposes of this Section 2.5, the consideration for the issue or sale of Additional Shares shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the fair value thereof at the time of such issue or sale as determined in good faith by the Company’s Board of Directors. In the event of a dispute in good faith by the Investor as to the fair market value of the consideration consisting...
Issuance of Additional Common Stock. In consideration of the restructuring of the consideration due to the Former Members under the Merger Agreement, the Company shall issue to the Former Members an aggregate of 2,500,000 shares of the Company’s Common Stock (the “Additional Shares”). The Additional Shares shall be issued to the Former Members pro rata based on their respective percentage ownership of Peachstate prior to the Merger and shall be deemed earned and issued on February 28, 2019. The Additional Shares shall be “restricted securities” within the meaning of Rule 144 promulgated by the Securities and Exchange Commission and shall bear the restrictive legend set forth in Section 14(e) of this Agreement.
Issuance of Additional Common Stock. In the event that additional shares of Common Stock are issued by the Company to a Stockholder at any time during the term of this Agreement, either directly or upon the exercise or exchange of Common Stock Equivalents, such additional shares of Common Stock shall, as a condition to such issuance, be deemed subject to the terms and provisions of this Agreement.
