Issuance of Additional Shares of Common. Prior to the --------------------------------------- completion of an Initial Public Offering, if the Corporation, at any time while this Warrant is outstanding, issues any Additional Shares of Common for a consideration per share of Common of less than the Dilution Price in effect immediately prior to the issuance, then, upon each such issuance, the Warrant Price shall be reduced by the product of (i) the Warrant Price then in effect and (ii) a fraction, the numerator of which is the amount by which the Dilution Price in effect immediately prior to the issuance exceeds the Dilution Price in effect immediately after the issuance and the denominator or which is the Dilution Price in effect immediately prior to the issuance; provided, however, that the Warrant Price shall not be reduced below $. 01. The provisions of this subsection 4(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a), (b) or (c) hereof. No adjustment of the Warrant Price shall be made under this subsection 4(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, upon the issuance or amendment of any such Common Stock Equivalent (i) any such adjustment shall previously have been made pursuant to subsection 4(e) hereof or (ii) no adjustment was required pursuant to subsection 4(e) hereof.
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Issuance of Additional Shares of Common. Prior to If the --------------------------------------- completion of an Initial Public Offering, if the CorporationCompany, at any time while this Warrant is outstanding, issues shall issue any Additional Shares of Common for (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a consideration price per share of Common of less than the Dilution Price in effect immediately prior to the issuance, then, upon each such issuance, the Warrant Price shall be reduced by the product of (i) the Warrant Price then in effect and (ii) or without consideration. then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price BV a fraction, : the numerator of which is shall be the amount by which the Dilution Price in effect number of shares of Common outstanding immediately prior to the issuance exceeds of such Additional Shares of Common plus the Dilution Price in effect number of shares of Common which the aggregate consideration for the total number of such Additional Shares of Common so issued would purchase at the Warrant Price, and the denominator of which shall be the number of shares of Common outstanding immediately after the issuance and the denominator or which is the Dilution Price in effect immediately prior to the issuance; provided, however, that the Warrant Price shall not be reduced below $.
01of such Additional Shares of Common. The provisions of this subsection 4(d(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a(a), (b) or (c) hereofof this Section 5. No adjustment of the Warrant Price shall be made under this subsection 4(d(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, if upon the issuance or amendment of any such Common Stock Equivalent (i1) any such adjustment shall previously have been made pursuant to subsection 4(e(e) hereof of this Section 5 or (ii2) no adjustment was required pursuant to subsection 4(e(e) hereofof this Section 5.
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Issuance of Additional Shares of Common. Prior to the --------------------------------------- completion of an a Qualified Initial Public Offering, if the Corporation, at any time while this Warrant is outstanding, the Corporation issues any Additional Shares of Common (excluding issuances pursuant to transactions described in paragraphs (a), (b) or (c) of Section 4 of the Warrant) at a time when this Warrant is outstanding and not expired for a consideration per share of Common of issued at less than the Dilution Price in effect immediately prior to the issuancesuch issuance of Common, then, upon each such issuance, the number of shares of Common purchasable upon exercise of this Warrant Price shall be reduced by increased so that the number of shares of Common purchasable upon exercise of this Warrant shall equal the product of the Base Warrant Shares and a fraction (i) rounded to the Warrant Price then in effect and (ii) a fractionnearest thousandth), the numerator of which is the amount by which the Initial Dilution Price in effect immediately prior to the issuance exceeds the Dilution Price in effect immediately after the issuance and the denominator or of which is the Dilution Price in effect immediately prior to the after such issuance; provided, however, that the Warrant Price shall not be reduced below $.
01. The provisions of this subsection 4(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a), (b) or (c) hereof. No adjustment of the number of shares of Common purchasable upon exercise of this Warrant Price shall be made under this subsection 4(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, upon the issuance or amendment of any such Common Stock Equivalent (i) any such adjustment shall previously have been made pursuant to subsection 4(e) hereof or (ii) no adjustment was required pursuant to subsection 4(e) hereof.
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Issuance of Additional Shares of Common. Prior to If the --------------------------------------- completion of an Initial Public Offering, if the CorporationCompany, at any time while this Warrant is outstanding, issues shall issue any Additional Shares of Common (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than (i) the Current Market Price then in effect is such issue is pursuant to a public offering, or (ii) ninety-five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of USD 3'500'000.-- in the aggregate, or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price by a fraction:
(A) If issued for a consideration per share less than (i) the Current Market Price then in effect if such issue is pursuant to a public offering, or (ii) ninety-five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of USD 3'500'000.-- in the aggregate, or for no consideration:
1) the numerator of which shall be the number of shares of Common outstanding immediately prior to the issuance of such Additional Shares of Common plus the number of shares of Common which the aggregate consideration for the total number of such Additional Shares of Common so issued would purchase at (i) the Current Market Price then in effect if such issue is pursuant to a public offering, or (ii) ninety-five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of USD 3'500'000.- - in the aggregate, and
2) the denominator of which shall be the number of shares of Common outstanding immediately after the issuance of such Additional Shares of Common.
(B) If issued for a consideration per share of Common of less than the Dilution Warrant Price in effect or for no consideration:
1) the numerator of which shall be the number of shares of Common outstanding immediately prior to the issuanceissuance of such Additional Shares of Common plus the number of shares of Common which the aggregate consideration for the total number of such Additional Shares of Common so issued would purchase at the Warrant Price, then, upon each and
2) the denominator of which shall be the number of shares of Common outstanding immediately after the issuance of such issuanceAdditional Shares of Common. If such Additional Shares of Common shall be issued at a price per share less than both the Warrant Price and the Current Market Price, the Warrant Price shall be reduced by adjusted in the product of manner provided in clauses (i) the Warrant Price then in effect and or (ii) a fraction, of this subsection (d) which will result in the numerator of which is greater reduction in the amount by which the Dilution Price in effect immediately prior to the issuance exceeds the Dilution Price in effect immediately after the issuance and the denominator or which is the Dilution Price in effect immediately prior to the issuance; provided, however, that of the Warrant Price shall not be reduced below $.
01Price. The provisions of this subsection 4(d(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a(a), (b) or (c) hereofof this Section 5. No adjustment of the Warrant Price shall be made under this subsection 4(d(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, if upon the issuance or amendment of any such Common Stock Equivalent (i1) any such adjustment shall previously have been made pursuant to subsection 4(e(e) hereof of this Section 5 or (ii2) no adjustment was required pursuant to subsection 4(e(e) hereofof this Section 5.
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Samples: Note and Warrant Purchase Agreement (Intellicall Inc)
Issuance of Additional Shares of Common. Prior to the completion --------------------------------------- completion of an Initial Public Offering, if the Corporation, at any time while this Warrant is outstanding, issues any Additional Shares of Common for a consideration per share of Common of less than the Dilution Price in effect immediately prior to the issuance, then, upon each such issuance, the Warrant Price shall be reduced by the product of (i) the Warrant Price then in effect and (ii) a fraction, the numerator of which is the amount by which the Dilution Price in effect immediately prior to the issuance exceeds the Dilution Price in effect immediately after the issuance and the denominator or which is the Dilution Price in effect immediately prior to the issuance; provided, however, that the Warrant Price shall not be reduced below $.
01. The provisions of this subsection 4(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a), (b) or (c) hereof. No adjustment of the Warrant Price shall be made under this subsection 4(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, upon the issuance or amendment of any such Common Stock Equivalent (i) any such adjustment shall previously have been made pursuant to subsection 4(e) hereof or (ii) no adjustment was required pursuant to subsection 4(e) hereof.
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Issuance of Additional Shares of Common. Prior to If the --------------------------------------- completion of an Initial Public Offering, if the CorporationCompany, at any time while this Warrant is outstanding, issues shall issue any Additional Shares of Common (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or less than (i) the Current Market Price then in effect is such issue is pursuant to a public offering, or (ii) ninety five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of $ 3'500'000 in the aggregate, or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price by a fraction:
(A) If issued for a consideration per share less than (i) the Current Market Price then in effect if such issue is pursuant to a public offering, or (ii) ninety five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of $ 3'500'000 in the aggregate, or for no consideration:
1) the numerator of which shall be the number of shares of Common of less than the Dilution Price in effect outstanding immediately prior to the issuanceissuance of such Additional Shares of Common plus the number of shares of Common which the aggregate consideration for the total number of such Additional Shares of Common so issued would purchase at (i) the Current Market Price then in effect if such issue is pursuant to a public offering, thenor (ii) ninety five percent (95%) of the Current Market Price then in effect if such issue is pursuant to a private placement in excess of $ 3'500'000 in the aggregate, upon each and
2) the denominator of which shall be the number of shares of Common outstanding immediately after the issuance of such issuanceAdditional Shares of Common.
(B) If issued for a consideration per share less than the Warrant Price or for no consideration:
1) the numerator of which shall be the number of shares of Common outstanding immediately prior to the issuance of such Additional Shares of Common plus the number of shares of Common which the aggregate consideration for the total number of such Additional Shares of Common so issued would purchase at the Warrant Price, and
2) the denominator of which shall be the number of shares of Common outstanding immediately after the issuance of such Additional Shares of Common. If such Additional Shares of Common shall be issued at a price per share less than both the Warrant Price and the Current Market Price, the Warrant Price shall be reduced by adjusted in the product of manner provided in clauses (i) the Warrant Price then in effect and or (ii) a fraction, of this subsection (d) which will result in the numerator of which is greater reduction in the amount by which the Dilution Price in effect immediately prior to the issuance exceeds the Dilution Price in effect immediately after the issuance and the denominator or which is the Dilution Price in effect immediately prior to the issuance; provided, however, that of the Warrant Price shall not be reduced below $.
01Price. The provisions of this subsection 4(d(d) shall not apply under any of the circumstances for which an adjustment is provided in subsections 4(a(a), (b) or (c) hereofof this Section 5. No adjustment of the Warrant Price shall be made under this subsection 4(d(d) upon the issuance of any Additional Shares of Common which are issued pursuant to any Common Stock Equivalent if, if upon the issuance or amendment of any such Common Stock Equivalent (i1) any such adjustment shall previously have been made pursuant to subsection 4(e(e) hereof of this Section 5 or (ii2) no adjustment was required pursuant to subsection 4(e(e) hereofof this Section 5.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Intellicall Inc)