Issuance of Additional Shares of Common Stock. If the Company at any time after the date hereof issues or sells Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issue or sale, then, subject to Section 3.8, the Exercise 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 Exercise Price by a fraction: (i) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Price, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 4 contracts
Samples: Warrant Agreement (Tontine Capital Partners L P), Warrant Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Exercise Average Market Price as in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 4 contracts
Samples: Warrant Agreement (NTN Communications Inc), Common Stock Purchase Warrant (Paradise Music & Entertainment Inc), Securities Purchase Agreement (NTN Communications Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Exercise Price fair market value of such additional shares of Common Stock as determined in good faith by the Board of Directors of the Company as in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 3 contracts
Samples: Warrant Agreement (Softnet Systems Inc), Warrant Agreement (Capita Research Group Inc), Warrant Agreement (Capita Research Group Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2.4 or 3.42.5) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issue or saleDilutive Basis, then, subject to Section 3.8and in each such case, the Exercise such Warrant Price shall be reduced, concurrently with such issue or sale, to a price the lower of the prices (calculated to the nearest .001 of a cent) determined as follows:
(a) by multiplying such Exercise the Warrant Price then in existence by a fraction:
(i) , the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Current Market Price, and
(ii) and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)2.2, (xi) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2.4 or 3.42.5, such Additional Shares of Common Stock shall be deemed to be outstanding, and (yii) treasury shares shall not be deemed to be outstanding; and
(b) by dividing (i) an amount equal to the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied times the then effective Warrant Price plus (2) the total consideration, if any, received and deemed received by the Company upon such issue or sale, by (ii) the total number of shares of Common Stock outstanding and deemed outstanding immediately after such issue or sale.
Appears in 3 contracts
Samples: Warrant Agreement (Quest Resource Corp), Warrant Purchase Agreement (Allis Chalmers Corp), Credit Agreement (Allis Chalmers Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues and prior to the Termination Date shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 3(b)(ii) but excluding a dividend or 3.4distribution described in Section 3(a), with respect to which an adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants and the Exercise Price shall be made pursuant to the terms of Section 3(a)) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Price with respect to each unexercised Warrant shall be reduced, concurrently with such issue or sale, sale to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of such Additional Shares of Common Stock so issued or sold (or deemed issued or sold pursuant to Section 3(b)(ii)) would purchase at such Exercise Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided thatprovided, that for the purposes of this Section 3.2(a3(b)(i), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.43(b)(ii), such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Securities Purchase Agreement (4Licensing Corp), Common Stock Purchase Warrant (4Licensing Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 hereof) without consideration or for a consideration per share less than the Exercise Purchase Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise such Purchase 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 Exercise Purchase Price by a fraction:,
(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such Exercise Price, sale; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2, (xA) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.43.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (yB) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Stock Warrant (Sz Investments LLC), Stock Purchase and Sale Agreement (Danielson Holding Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 5.3 or 3.4Section 5.4) without consideration or for a consideration per share less than the Exercise greater of the Current Market Price in effect (as defined below) and the Warrant Price immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Price such Adjustment Factor shall be reduceddecreased, concurrently with such issue or sale, to a price number (calculated to the nearest .001 of a cent.00001) determined by multiplying such Exercise Price Adjustment Factor by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Exercise Current Market Price and the Warrant Price, ; and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)5.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 5.3 or 3.45.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (Hauser Inc), Warrant Agreement (Hauser Inc)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after September ___, 1999 (the date hereof issues "INITIAL DATE"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (Recoton Corp), Warrant Agreement (Recoton Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2.3 or 3.42.4) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.82.8, the Exercise Price number of shares of Common Stock provided for in the Warrant shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price number by a fraction:
fraction (ia) the numerator of which shall be the sum number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 2.2(a), (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding, and (b) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Wexford Management LLC), Common Stock Purchase Warrant (Wexford Management LLC)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues Financing Agreement Date shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Market Price in effect immediately prior to such issue or sale, then, and in each such case (other than issuances pursuant to this Section 3.2.1 consented to in advance by a majority of the Holders and Permitted Issuances), subject to Section 3.8, the Exercise 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 Exercise Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided provided, however, that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (Atp Oil & Gas Corp), Warrant Agreement (Atp Oil & Gas Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.4 or 3.44.5 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.11) other than in a Public Offering, without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 ..001 of a cent) determined by the Company by multiplying such Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Current Market Price in effect immediately prior to such Exercise Priceissuance, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)4.2, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.4 or 3.44.5, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (Hayes Lemmerz International Inc), Warrant Agreement (Hayes Lemmerz International Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.2 or 3.3 or 3.4but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.9) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.83.7, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.1.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 3.2 or 3.43.3, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (NTN Communications Inc), Warrant Agreement (NTN Communications Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, in each such case, subject to Section 3.8, the Exercise Price Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price Warrant Quantity by a fraction:
(ia) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2.1, (i) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (ii) treasury shares shall not be deemed to be outstanding, and
(b) the denominator of which shall be the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (By) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 2 contracts
Samples: Warrant Agreement (Northland Cranberries Inc /Wi/), Warrant Agreement (Northland Cranberries Inc /Wi/)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after September 8, 1997 (the date hereof issues "INITIAL DATE"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2C or 3.42D) without consideration or for a consideration per share (determined pursuant to section 2E) less than the greater of the Exercise Price or the Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8section 2H, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Market Price or such Exercise Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)section 2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the --------------------------------------------- Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than both the Exercise Current Market Price and the Purchase Price, as each are in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided -------- that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), other than in a registered public offering, without consideration or for a consideration per share less than 95% of the Exercise Current Market Price (or if the issuance involves more than 10% of the number of shares of Common Stock outstanding immediately prior to such issue, less than the Current Market Price) as in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the --------------------------------------------- Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than both the Exercise Current Market Price and the Purchase Price as each are in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided -------- that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at --------------------------------------------- any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to this Section 3.3 or 3.4) 4 (including without limitation, Section 4.8, but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.13), without consideration or for a consideration per share less than the Exercise Price Purchase Price, as in effect immediately prior to such issue or sale, then, subject to Section 3.84.11, the Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a centdollar) determined by multiplying such Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Purchase Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)4.7, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to this Section 3.3 or 3.44, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Cardiodynamics International Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Exercise Average Market Price as in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Damark International Inc)
Issuance of Additional Shares of Common Stock. If In case the Company Corporation at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (Stock, including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Conversion Price which would have been in effect immediately prior to such issue issuance or sale, then, subject to Section 3.8and in each such case, the Exercise Conversion 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 Exercise Conversion Price by a fraction:
(i) the numerator of which shall be the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to such issue issuance or sale and (By) the number of shares of Common Stock which the aggregate consideration received by the Company Corporation for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Conversion Price which would have been in effect immediately prior to such Exercise Priceissuance or sale, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue issuance or sale, provided that, for the purposes of this Section 3.2(aParagraph (g)(3)(G), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4Paragraph (g)(3), such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares of Common Stock shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Exchange Agreement (Insignia Financial Group Inc /De/)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 but excluding Additional Shares of Common Stock purchaseable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Exercise Price Fair Value of the Common Stock in effect immediately prior to such issue or sale, then, in each such case, subject to Section 3.8, the Exercise Price Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price Warrant Quantity by a fraction:.
(ia) the numerator of which shall be the number of shares of Common Stock outstanding on a fully diluted basis (including shares of Common Stock issuable upon exercise of this Warrant) immediately after such issue or sale; provided, that for the purposes of this Section 3.2.1(a), (i) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (ii) treasury shares shall not be deemed to be outstanding, and
(b) the denominator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding on a fully diluted basis (including shares of Common Stock issuable upon exercise of this Warrant) immediately prior to such issue or sale sale; (provided that for purposes of this Section 3.2.1(b) treasury shares shall not be deemed outstanding) and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a), (x) immediately after any Additional Shares of Common Stock are deemed an amount equal to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstandingFair Value.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Issuance of Additional Shares of Common Stock. If In case the Company Corporation at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Price , but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in effect immediately prior to such issue or sale, then, subject to Section 3.83.10), the Exercise Price Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price Warrant Quantity by a fraction:
(ia) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (xi) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (yii) treasury shares shall not be deemed to be outstanding, and
(b) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (y) the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Current Market Price.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 3(c)(ii), (iv) or 3.4) (v)), without consideration or for a consideration per share less than the Exercise Average Market Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Conversion 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 Exercise Conversion Price by a fraction:
(iA) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iiB) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a3(c)(vi), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 3(c)(ii), (iv) or 3.4(v), such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares of Common Stock shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Convertible Note (Paradise Music & Entertainment Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than either the Exercise Purchase Price or the Average Market Price as in effect immediately prior to such issue or salesale (the "Base Price"), then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Base Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Applied Digital Solutions Inc)
Issuance of Additional Shares of Common Stock. If (a) In case the Company Company, at any time or from time to time after the date hereof issues hereof, shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2C or 3.42D but excluding Additional Shares of Common Stock issued upon the exercise of Employee Options) without consideration or for a consideration per share (determined pursuant to Section 2E) less than the Exercise Market Price in effect on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.82H, the Exercise 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 Exercise Price by a fraction:,
(i) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Market Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for . For the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Prudential Insurance Co of America)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after June 29, 1995 (the date hereof issues "Initial Date"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2.3 or 3.42.4) without consideration or for a consideration per share less than the Exercise Base Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8section 2.8, the Exercise Warrant Price then in effect shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Warrant Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received (as determined pursuant to section 2.5) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Base Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)section 2.2.1 (x) shares of Common Stock issuable pursuant to outstanding Convertible Securities or Options (other than Additional Shares of Common Stock deemed to have been issued pursuant to section 2.3 or 2.4) shall be deemed to be outstanding, (xy) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2.3 or 3.42.4, such Additional Shares shall be deemed to be outstanding, and (yz) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the --------------------------------------------- Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Exercise greater of the Purchase Price and the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Exercise Purchase Price and such Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided -------- that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 3(c)(ii), (iv) or 3.4) (v)), without consideration or for a consideration per share less than the Exercise Average Market Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Conversion 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 Exercise Conversion Price by a fraction:
(iA) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iiB) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a3(c)(vi), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 3(c)(ii) (iv) or 3.4(v), such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares of Common Stock shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Convertible Note Agreement (NTN Communications Inc)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after October 30, 2000 (the date hereof issues "Initial Date"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Recoton Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Hypercom Corp)
Issuance of Additional Shares of Common Stock. If (a) In case the Company Company, at any time or from time to time after the date hereof issues hereof, shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2C or 3.42D but excluding Additional Shares of Common Stock issued upon exercise of Employee Options) without consideration or for a consideration per share (determined pursuant to Section 2E) less than the Exercise Market Price in effect on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.82H, the Exercise 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 Exercise Price by a fraction:,
(i) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Market Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for . For the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Prudential Insurance Co of America)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Exercise greater of the Purchase Price and the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Exercise Purchase Price and such Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ax) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (By) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (xi) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (yii) treasury shares shall not be deemed to be outstanding. Notwithstanding anything to the contrary contained herein, no adjustment to Purchase Price shall be required for any sale of Additional Shares of Common Stock pursuant to the Proposed Offering if the Purchase Price adjustment under this section as a result of such sales pursuant to the Proposed Offering would be less than an amount equal to ten percent of Market Price as computed on the date of the initial sale of Common Stock pursuant to the Proposed Offering.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after the date hereof issues (the "INITIAL DATE"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2C or 3.42D but excluding Additional Shares of Common Stock issued upon the exercise of Employee Options) without consideration or for a consideration per share (determined pursuant to section 2E) less than the Exercise Market Price in effect on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8section 2H, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)section 2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Boots & Coots International Well Control Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) without consideration or for a consideration per share less than the Exercise Market Price in effect immediately prior to such issue or sale, then, and in each such case (other than issuances pursuant to this Section 3.2.1 consented to in advance by a majority of the Holders), subject to Section 3.8, the Exercise 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 Exercise Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided provided, however, that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Loan Agreement (Inamed Corp)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after August 28, 2002 (the date hereof issues "Initial Date"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E but excluding shares of Common Stock issued pursuant to the Securities Issuance Agreement) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.4 or 3.44.5 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.11) other than in a Public Offering, without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by the Company by multiplying such Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Current Market Price in effect immediately prior to such Exercise Priceissuance, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)4.2, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.4 or 3.44.5, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Ap Wheels LLC)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Exercise Price fair market value of such additional shares of Common Stock as determined in good faith by the Board of Directors of the Company as in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Securities Purchase Agreement (Datatec Systems Inc)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after September 8, 1999 (the date hereof issues "INITIAL DATE"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Recoton Corp)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after September 8, 1999 (the date hereof issues "INITIAL DATE"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Recoton Corp)
Issuance of Additional Shares of Common Stock. If In case the --------------------------------------------- Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2.3 or 3.42.4) without consideration or for a consideration per share less than the Exercise Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.82.8, the Exercise Price Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Exercise Price the Warrant Quantity by a fraction:
(ia) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided -------- that, for the purposes of this Section 3.2(a)2.2.1, (x) immediately after any - Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2.3 or 3.42.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding, - and
(b) the denominator of which shall be (i) the number of shares - of Common Stock outstanding immediately prior to such issue or sale plus (ii) the number of shares of Common Stock which the aggregate consideration -- received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Current Market Price.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 6.4 or 3.4) Section 6.5 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 6.10), without consideration or for a consideration per share less than the Exercise Price in effect Current Market Price, immediately prior to such issue or sale, then, and in each such case, subject to Section 3.86.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)6.2, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 6.4 or 3.4Section 6.5, such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Scolr Inc)
Issuance of Additional Shares of Common Stock. If In case the --------------------------------------------- Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4) 3.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Exercise Price Purchase Price, as in effect immediately prior to such issue or sale, then, subject to Section 3.8, the Exercise Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a centdollar) determined by multiplying such Exercise Purchase Price by a fraction:
(i) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Purchase Price, and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2.1, (x) immediately -------- after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Cardiodynamics International Corp)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.3 or 3.44.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.10) without consideration or for a consideration per share less than the Exercise greater of the Purchase Price and the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 3.84.8, the Exercise Purchase 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 Exercise Purchase Price by a fraction:
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Exercise Purchase Price and such Current Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)4.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.3 or 3.44.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.43.4 hereof) without consideration or for a consideration per share less than the Exercise greater of the Current Market Price Per Share and the Purchase Price in effect immediately prior to such issue or salesale (the greater of such two numbers being referred to herein as the "Floor Price"), then, subject to Section 3.8and in each such case, the Exercise such Purchase 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 Exercise Purchase Price by a fraction:,
(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Floor Price, ; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)3.2, (xA) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.43.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (yB) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Matria Healthcare Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 3(c)(ii), (iv) or 3.4) (v)), without consideration or for a consideration per share less than the Exercise Average Market Price in effect immediately prior to such issue or sale, then, subject to Section 3.8and in each such case, the Exercise Conversion 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 Exercise Conversion Price by a fraction:
(iA) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, andand 18
(iiB) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a3(c)(vi), (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 3(c)(ii) (iv) or 3.4(v), such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares of Common Stock shall not be deemed to be outstanding.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after the date hereof issues Original Issuance Date, shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2C or 3.42D) without consideration or for a consideration per share (determined pursuant to Section 2E) less than the Exercise Market Price in effect on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.82I, the Exercise 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 the Exercise Price then in effect by a fraction:,
(ia) the numerator of which shall be the sum of equal to (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise Pricethe Market Price then in effect, and
(iib) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after such issue or salesale of Additional Shares of Common Stock, provided that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding. Any adjustment to the Exercise Price shall cause simultaneously a proportional increase in the number of shares of Original Common Stock that the holder hereof is entitled to purchase pursuant to this Warrant.
Appears in 1 contract
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after the date hereof issues (the "Initial Date"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2C or 3.42D) without consideration or for a consideration per share (determined pursuant to section 2E) less than the greater of the Exercise Price or the Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8section 2H, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Market Price or such Exercise Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)section 2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2C or 3.42D, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Hallwood Energy Corp)
Issuance of Additional Shares of Common Stock. If Except as otherwise provided in, and subject to, the terms of this Warrant, in case the Company at any time or from time to time after July 31, 2001 (the date hereof issues "Initial Date") shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2.3 or 3.42.4) without consideration or for a consideration per share less than the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8section 2.7, the Exercise such 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 Exercise Warrant Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)section 2.2.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2.3 or 3.42.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Perma Fix Environmental Services Inc)
Issuance of Additional Shares of Common Stock. If In case the Company at any time or from time to time after the date hereof issues shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 7.2 or 3.47.3) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issue or saleFair Market Value, then, and in each such case, subject to Section 3.87.9, the Exercise 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 Exercise Price by a fraction:
(i1) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise PriceFair Market Value, and
(ii2) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)7.1.1, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 7.2 or 3.47.3, such Additional Shares of Common Stock shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Lynx Ventures Lp)
Issuance of Additional Shares of Common Stock. If In case the Company Company, at any time or from time to time after October __, 2000 (the date hereof issues "Initial Date"), shall issue or sells sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.42E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Exercise Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, subject to Section 3.82I, the Exercise 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 Exercise Price by a fraction:,
(ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale and plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at such Exercise the Market Price, and
(iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2(a)2A, (x) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.42E, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding.
Appears in 1 contract
Samples: Warrant Agreement (Recoton Corp)
