Common use of Issuance of Additional Stock below Purchase Price Clause in Contracts

Issuance of Additional Stock below Purchase Price. Except in the event of a reduction as provided in Section 4(e) in which case this Section 4(f) shall not apply, the Warrant Price shall be subject to adjustment from time to time if the Company shall issue, after the Date of Grant any Additional Stock (as defined below) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock and less than the fair market value (as determined in accordance with Section 10.2(c), the Warrant Price in effect immediately prior to each such issuance shall automatically be adjusted as set forth in this Section 4(f), unless otherwise provided in this Section 4(f). (A) Whenever the Warrant Price is adjusted pursuant to this Section (4)(f), the new Warrant Price shall be determined by multiplying the Warrant Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the "Outstanding Common") plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term "Outstanding Common" shall include shares of Common Stock deemed issued pursuant to Section 4(f)(E) below. (B) For purposes of this Section 4(f), "Additional Stock" shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 4(f)(E)) by the Company after the Date of Grant) other than:

Appears in 7 contracts

Samples: Warrant Agreement (Kennedy Wilson Inc), Warrant Agreement (Kennedy Wilson Inc), Note Purchase Agreement (Kennedy Wilson Inc)

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Issuance of Additional Stock below Purchase Price. Except in the event of a reduction as provided in Section 4(e) in which case this Section 4(f) shall not apply, the Warrant Price shall be subject to adjustment from time to time if the Company shall issue, after the Date of Grant any Additional Stock (as defined below) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock and less than the fair market value (as determined in accordance with Section 10.2(c), the Warrant Price in effect immediately prior to each such issuance shall automatically be adjusted as set forth in this Section 4(f), unless otherwise provided in this Section 4(f). (A) Whenever the Warrant Price is adjusted pursuant to this Section (4)(f4(f), the new Warrant Price shall be determined by multiplying the Warrant Price then in effect by a fraction, (x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the "Outstanding Common") plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term "Outstanding Common" shall include shares of Common Stock deemed issued pursuant to Section 4(f)(E) below. (B) For purposes of this Section 4(f), "Additional Stock" shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 4(f)(E)) by the Company after the Date of Grant) Grant other than:

Appears in 1 contract

Samples: Warrant Agreement (Kennedy Wilson Inc)

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