Issuance of Additional Shares of Common Stock or Certain Convertible Securities. If the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as otherwise expressly provided below) be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance by the quotient determined by dividing (1) the sum of (x) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, and (y) the product of the total number of shares of Common Stock issued pursuant to such issuance multiplied by the consideration per share of Common Stock received under such issuance by (2) the number of shares of Common Stock outstanding immediately after such issuance multiplied by the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance. For the purposes of any adjustment of the Exercise Price pursuant to this Section 5(b), the following provisions shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)
Issuance of Additional Shares of Common Stock or Certain Convertible Securities. If the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as otherwise expressly provided below) be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to of such issuance by the quotient determined by dividing (1) the sum of (x) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, and (y) the product of the total number of shares of Common Stock issued pursuant to such issuance multiplied by the consideration per share of Common Stock received under such issuance by (2) the number of shares of Common Stock outstanding immediately after such issuance multiplied by the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance. For the purposes of any adjustment of the Exercise Price pursuant to this Section 5(b), the following provisions shall be applicable:.
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)
Issuance of Additional Shares of Common Stock or Certain Convertible Securities. If the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as otherwise expressly provided below) be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance by the quotient determined by dividing (1) the sum of (x) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, and (y) the product of the total number of shares of Common Stock issued pursuant to such issuance multiplied by the consideration per share of Common Stock received under such issuance by (2) the number of shares of Common Stock outstanding immediately after such issuance multiplied by the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance. For issuance for the purposes of any adjustment of the Exercise Price pursuant to this Section 5(b), the following provisions shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)
Issuance of Additional Shares of Common Stock or Certain Convertible Securities. If the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as otherwise expressly provided below) be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance by the quotient determined by dividing (1) the sum of (x) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, and (y) the product of the total number of shares of Common Stock issued pursuant to such issuance multiplied by the consideration per share of Common Stock received under such issuance by (2) the number of shares of Common Stock outstanding immediately after such issuance multiplied by the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance. For the purposes of any adjustment of the Exercise Price pursuant to this Section 5(b), the following provisions shall be applicable:
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)
Issuance of Additional Shares of Common Stock or Certain Convertible Securities. If the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to each such issuance shall immediately (except as otherwise expressly provided below) be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance by the quotient determined by dividing (1) the sum of (x) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance multiplied by the fair market value per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance, and (y) the product of the total number of shares of Common Stock issued pursuant to such issuance multiplied by the consideration per share of Common Stock received under such issuance by (2) the number of shares of Common Stock outstanding immediately after such issuance multiplied by the fair market value price per share of Common Stock (as determined by the Board of Directors of the Company) in effect immediately prior to such issuance. For the purposes of any adjustment of the Exercise Price pursuant to this Section 5(b), the following provisions shall be applicable:the
Appears in 1 contract
Samples: Warrant Agreement (Acr Group Inc)