Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.
Issuance of Additional Shares. (i) If at any time while this Warrant is outstanding and after June 30, 2004, the Company shall issue or sell any shares of its Common Stock (other than Excluded Shares (as that term is defined below), "ADDITIONAL SHARES") in exchange for consideration in an amount per Additional Share less than the Exercise Price at the time the Additional Shares are issued or sold, then the Exercise Price immediately prior to such issue or sale shall be reduced to a price determined by dividing:
(1) an amount equal to the sum of (a) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, plus (b) the consideration, if any, received by the Company upon such issue or sale, by
(2) the total number of shares of Common Stock outstanding immediately after such issue or sale.
(ii) The provisions of Section 3(c)(i) shall not apply to any deemed issuance of Additional Shares for which an adjustment is provided under Section 3(a) or 3(b). No adjustment of the number of shares of Common Stock acquirable upon exercise of this Warrant shall be made under Section 3(c) upon the issuance of any shares of Common Stock which are issued pursuant to the exercise of any warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any convertible securities, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights or upon the issuance of such convertible securities (or upon the issuance of any warrant or other rights therefor) pursuant to Section 3(d).
Issuance of Additional Shares. The Exercise Price shall be subject to adjustment upon the issuance of Stock or Convertible Securities so long as any Warrant is then issued and outstanding.
Issuance of Additional Shares. In the event that, during the Term, the Company shall issue or sell any Additional Shares of Common Stock for a consideration per share less than the Per Share Market Price, then the number of shares of Warrant Stock shall be adjusted to that number determined by multiplying the number of shares of Warrant Stock immediately prior to such adjustment by a fraction: (i) the numerator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of such Additional Shares of Common Stock so issued; and (ii) the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the
Issuance of Additional Shares. If at any time or from time to time after the date hereof, the Company shall issue or sell Additional Shares of Common Stock or DSW shall issue or sell Additional Shares of DSW Stock, (including Additional Shares of Common Stock or Additional Shares of DSW Stock, as the case may be, deemed to be issued pursuant to Section 3.5(b)) for a consideration per share less than the Current Market Price thereof but greater than the applicable Purchase Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the applicable Purchase Price shall be reduced concurrently with such issue or sale, to a price (calculated to the nearest .01 of a cent) determined by multiplying such applicable Purchase Price by a fraction
Issuance of Additional Shares. The Company agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights to subscribe for such securities, it will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance. The Company agrees with the Depositary that neither the Company nor any company controlled by the Company will at any time deposit any Shares, either upon original issuance or upon a sale of Shares previously issued and reacquired by the Company or by any company under the control of the Company, unless a registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that upon such deposit, such Shares and the American Depositary Shares to be issued in respect of such deposit may be publicly offered and sold by the holder thereof in the United States without registration of such Shares under the Securities Act of 1933.
Issuance of Additional Shares. If at any time or from time to time after the date hereof, the Company shall issue or sell Additional Shares of Common Stock or, DSW shall issue Additional Shares of DSW Stock (including, in each case, Additional Shares of Common Stock or Additional Shares of DSW Stock, as applicable, deemed to be issued pursuant to Section 3.2(b) and excluding shares issued pursuant to Section 3.3 and 3.4) without consideration or for a consideration per share less than the applicable Purchase Price in effect immediately prior to such issue or sale (the “New Issuance Price”), then, and in each such case, subject to Section 3.8, in the case of an issuance of Additional Shares of Common Stock the Common Stock Purchase Price or, in the case of an issuance of Additional Shares of DSW Stock, the DSW Stock Purchase Price, shall be reduced concurrently with such issue or sale, to the applicable New Issuance Price. For the avoidance of doubt, issuances of Additional Shares of Common Stock shall result in an adjustment only to the Common Stock Purchase Price and issuances of Additional Shares of DSW Stock shall result in an adjustment only to the DSW Stock Purchase Price.
Issuance of Additional Shares. The Sponsor shall have authority to authorize the issuance, from time to time, of authorized but unissued Shares and cause the Trust to issue such additional Shares in exchange for and upon receipt of an equal number of Sponsor Interests. Upon the issuance of such additional Shares, one of the Regular Trustees shall execute in accordance with Section 4.2 one or more Share Certificates in certificated, fully registered form and shall deliver such Share Certificates to the Transfer Agent. The Trust may issue the Shares, in one or more series, in any manner, subject to applicable law, that the Sponsor, acting through its Board of Directors, in its sole discretion, deems appropriate and advisable.
Issuance of Additional Shares. From and after the Effective Date, additional shares of Class B Common Stock may be issued only to a Qualified Stockholder.
Issuance of Additional Shares. The corporation shall be enabled to issue additional common shares or to create additional classes of stock, however any such issuance shall require approval by three quarters (75%) of the then outstanding shares.
