Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 6 contracts
Samples: Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of immediately prior to such issuance of such Convertible Securitiesor sale, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b)2B, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 5 contracts
Samples: Shareholders Agreement (Moore Robert W/Nv), Investment Agreement (Recovery Equity Investors Ii Lp), Shareholders Agreement (Moore Robert W/Nv)
Issuance of Convertible Securities. If at any time after the Corporation in ---------------------------------- any manner issues Original Issue Date the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or sells shall otherwise issue or sell, any Convertible Securities, whether or not the rights to convert, exchange or exercise thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securitiesexercisable, then the maximum total number of shares of Common Stock issuable upon exercise of the conversion Warrants shall be adjusted as provided in Section 2(2) on the basis that the maximum number of Additional Shares of Common Stock issuable to effect the conversion, exchange or exchange exercise of all such Convertible Securities shallshall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such Convertible Securities, be deemed to be outstanding and to . After adjustment shall have been issued and sold by made in the Corporation for such price per share. For the purposes number of shares of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) exercise of the total amountWarrants and the Exercise Price with respect to the distribution, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such any Convertible Securities ("Primary Convertible Securities") in accordance with the foregoing, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No no further adjustment of the Exercise Price thereof shall be made upon the actual issuance of (x) any Convertible Securities ("Secondary Convertible Securities") issued upon conversion, exchange or exercise of such Primary Convertible Securities or (y) any shares of Common Stock issued upon conversion conversion, exchange or exchange exercise of such Primary Convertible Securities or Secondary Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 5 contracts
Samples: Warrant Agreement (Ampersand Medical Corp), Warrant Agreement (Ampersand Medical Corp), Warrant Agreement (Ampersand Medical Corp)
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Initial Exercise Date, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 3(h)(v) ) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceExercise Price pursuant to Section 3(e)), the "at a price per share for which Common Stock is issuable upon such conversion or exchange" is determined equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 3(e)) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 3(h)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance Securities or the issue or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price had have been or are to be made pursuant to the other provisions of this Section 4(b3(h), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Alphatec Holdings, Inc.), Common Stock Purchase Warrant (Alphatec Holdings, Inc.), Common Stock Purchase Warrant (Alphatec Holdings, Inc.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 4 contracts
Samples: Warrant Agreement (Quantum Direct Corp), Warrant Agreement (E4l Inc), Securities Purchase Agreement (Knickerbocker L L Co Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 7(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xI) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yII) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 7(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (I) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (II) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "ASSUMED VARIABLE MARKET PRICE"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 3 contracts
Samples: Warrant Agreement (Usani LLC), Warrant Agreement (Usani LLC), Bridge Loan Warrant Agreement (Styleclick Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesAdjustment Multiplier, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon such conversion or exchange" is issuable” shall be determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price or the number of shares of Common Stock issuable hereunder had been or are to be made pursuant to other provisions of this Section 4(b)2, no further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made by reason of such issuance issue or sale.
Appears in 3 contracts
Samples: Warrant Agreement (SoftBrands, Inc.), Warrant Agreement (SoftBrands, Inc.), Warrant Agreement (Abry Mezzanine Partners Lp)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the rights to exercise, exchange or convert any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeissuable" is shall be determined by dividing (x) the total amount, if any, amount received or receivable by the Corporation as consideration for the issuance issue or sale of all such Convertible Securities, plus the cumulative minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise, conversion or exchange thereof at and, if applicable, the time exercise, conversion and exchange of any other Convertible Securities that such Convertible Securities first become convertible may be converted into or exchangeableexchanged for, by (y) the total maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Conversion Price shall be made when Common Stock and, if applicable, any other Convertible Securities, are actually issued upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Airnet Communications Corp), Securities Purchase Agreement (SCP Private Equity Partners Ii Lp), Securities Purchase Agreement (Airnet Communications Corp)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per share for which is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Accent Software International LTD), Securities Purchase Agreement (Accent Software International LTD), Securities Purchase Agreement (Accent Software International LTD)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange or exercise thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares each such share of Common Stock issuable upon the conversion or exchange of all underlying such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(d)(i)(B), the "lowest price per share for which one share of Common Stock is issuable upon such conversion or exchangeexchange or exercise" is determined by dividing shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Stock upon the issuance or sale of all such the Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Security and upon the conversion or exchange thereof at the time or exercise of such Convertible Securities first become convertible Security less any consideration paid or exchangeable, payable by (y) the maximum total number of shares Company to the Holder thereof with respect to such one share of Common Stock issuable upon the conversion issuance or sale of such Convertible Security and upon conversion, exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Conversion Price had been or are to be made pursuant to other provisions of this Section 4(b2(d)(i), no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.
Appears in 3 contracts
Samples: Exchange Agreement (Eon Communications Corp), Securities Purchase Agreement (Eon Communications Corp), Merger Agreement (Eon Communications Corp)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 3 contracts
Samples: Warrant Agreement (Accent Color Sciences Inc), Warrant Agreement (Smartserv Online Inc), Warrant Agreement (Cam Designs Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio to any person or entity other than the holder hereof (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 3 contracts
Samples: Warrant Agreement (National Media Corp), Warrant Agreement (National Media Corp), Warrant Agreement (National Media Corp)
Issuance of Convertible Securities. If If, at any time after the Corporation in ---------------------------------- any manner Issue Date, the Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion exercise, exercise or exchange is less than the then applicable Exercise Market Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion exercise, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold are not Variable Rate Securities, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion exercise, exercise or exchange" is ” shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion exercise, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (ii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise, exercise or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale . To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities is made Securities, upon exercise of any Options for which adjustments the expiration or termination of the Exercise Price had been or are right to be made pursuant to other provisions of this Section 4(b)convert such Convertible Securities into Common Stock, no further adjustment of the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
Appears in 2 contracts
Samples: Warrant Agreement (SkyShop Logistics, Inc.), Warrant Agreement (SkyPostal Networks, Inc.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are treated as Options or as issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to under Section 4(b)(i11(b)(ii)(A)) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesPrice, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "“effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Security Agreement (Metron Technology N V), Security Agreement (Metron Technology N V)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible Securities (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Excluded Stock) and the lowest price per share for which one share of Common Stock is issuable upon such conversion conversion, exchange or exchange exercise thereof is less than the then applicable Exercise Price in effect on the date of issuance of immediately prior to such Convertible SecuritiesDilutive Issuance, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 9(d)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion conversion, exchange or exchange" is determined by dividing exercise” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Stock upon the issuance or sale of all the Convertible Security and upon the conversion, exchange or exercise of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exchange or exchange exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Conversion Price had been or are is to be made pursuant to other provisions of this Section 4(b9(d), no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Interpharm Holdings Inc), Consent and Waiver Agreement (Interpharm Holdings Inc)
Issuance of Convertible Securities. (a) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 11(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(b) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 11(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (2) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "Assumed Variable Market Price"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Security Agreement (Cardiogenesis Corp /Ca), Security Agreement (Cardiogenesis Corp /Ca)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 6(b)(ii)(B) if applicable) is less than the then applicable Exercise Price (as then in effect effect) on the date of issuance of such Convertible SecuritiesSecurity, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating or re-setting conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 6(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such issuance (2) the conversion or sale exercise price on the date of exercise, conversion or exchange of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Closing Bid Price had been or are to be made pursuant to other provisions on the date of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason issuance of such issuance or saleConvertible Security (the "Assumed Variable Market Price").
Appears in 2 contracts
Samples: Securities Purchase Agreement (Webb Interactive Services Inc), Exchange Agreement (Webb Interactive Services Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 2 contracts
Samples: Placement Agency Agreement (Fastcomm Communications Corp), Incentive Stock Purchase Warrant (Fastcomm Communications Corp)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share (determined in accordance with Section 4(b)(v)) for which Common Stock is issuable upon such conversion the conversion, exercise or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the total maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For Company at the purposes time of the preceding sentence, the "issuance or sale of such Convertible Securities at a price per share for which Common Stock is issuable upon such conversion or exchange" is determined equal to the quotient obtained by dividing (xA) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (1) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance grant or sale of such Convertible Securities, plus (2) the minimum aggregate amount of additional consideration payable to Company upon the conversion, exercise or exchange of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities. No Except as contemplated in Section 4(b)(iii), no further adjustment of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b4(a), no further adjustment of the Exercise Price number of Warrant Shares shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Warrant Agreement (Midwest Energy Emissions Corp.), Warrant Agreement (Midwest Energy Emissions Corp.)
Issuance of Convertible Securities. If In case the Corporation Company shall in ---------------------------------- any manner issues issue or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) exercisable, and the price per share for which shares of Common Stock is are issuable upon such conversion or exchange is shall be less than the then applicable Exercise Current Market Price in effect on existing immediately prior to the date of issuance time of such Convertible Securitiesissue or sale, then the number of shares of Common Stock constituting a Stock Unit and the respective Exercise Price shall be adjusted as provided in subsections (d)(i) and (d)(ii) above on the basis that the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, shall (as of the date for the determination of the issuance of such Convertible Securities, Current Market Price as hereinafter provided) be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes ; provided, however (1) no further adjustments of the preceding sentenceExercise Price or the number of shares of Common Stock for which this Warrant is exercisable shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities, and (2) if any such issue or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the "Exercise Price have been or are to be made pursuant to other provisions of this Section 5, no further adjustment of the Exercise Price or the number of shares of Common Stock for which the Warrant is exercisable shall be made by reason of such issue or sale. The price per share for which shares of Common Stock is are issuable upon such conversion or exchange" is exchange shall be determined by dividing (x) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (y) the total maximum total number of shares of Common Stock Stock, issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment For purposes hereof, the date on which the Current Market Price of Common Stock shall be computed shall be the earlier of the Exercise Price date upon which either the Company shall be made upon enter into a firm contract for the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of the date such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or saleactually issued.
Appears in 2 contracts
Samples: Warrant Agreement (Nu Kote Holding Inc /De/), Credit Agreement (Genicom Corp)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 6(b)(ii)(B) if applicable) is less than the then applicable Exercise Price (as then in effect effect) on the date of issuance of such Convertible SecuritiesSecurity, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating or re-setting conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 6(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that all holding period and if other conditions to any such issuance or sale of discounts contained in such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had Security have been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or salesatisfied.
Appears in 2 contracts
Samples: Warrant Agreement (Aspeon Inc), Warrant Agreement (Aspeon Inc)
Issuance of Convertible Securities. If In case the Corporation Company shall ---------------------------------- in ---------------------------------- any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is (determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No ) shall be less than 95% of the Market Price of such Common Stock on the date of such issue or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding (and included as Common Stock for purposes of paragraphs 3B and 3C) and to have been issued for such price per share, provided that (a) except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Exercise Warrant Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of Convertible Securities whether or not the granting or issuance of such Convertible SecuritiesSecurities resulted in an adjustment in the Warrant Purchase Price, and (b) if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)Options, no further adjustment of the Exercise Warrant Purchase Price shall be made by reason of such issue or sale (whether or not the granting or issuance of such Options or saleConvertible Securities resulted in an adjustment of the Warrant Purchase Price).
Appears in 2 contracts
Samples: Warrant Agreement (Corinthian Colleges Inc), Warrant Agreement (Corinthian Colleges Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 5(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio, then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 5(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that all holding period and if other conditions to any such issuance or sale of discounts contained in such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had Security have been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or salesatisfied.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Grace Development Inc), Stock Purchase Warrant (Greenlight Capital LLC)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Market Price or Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof at (determined in accordance with the time such Convertible Securities first become convertible or exchangeable, by calculation method set forth in this subparagraph (iii)(B)),by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the first sentence of this subparagraph (B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date(the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale . To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities is made upon exercise of any Options for which adjustments of into Common Stock, the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
Appears in 2 contracts
Samples: Warrant Agreement (Emagin Corp), Warrant Agreement (Emagin Corp)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 6(b)(ii)(B) if applicable) is less than the then applicable Exercise Price (as then in effect effect) on the date of issuance of such Convertible SecuritiesSecurity, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating or re-setting conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 6(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such issuance (2) the Market Price on the date of exercise, conversion or sale exchange of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions on the date of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason issuance of such issuance or saleConvertible Security (the "Assumed Variable Market Price").
Appears in 2 contracts
Samples: Securities Purchase Agreement (Webb Interactive Services Inc), Warrant Agreement (Asymetrix Learning Systems Inc)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of to the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Conversion Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof is less than the Applicable Price, then such share of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 7(a)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof” shall be equal to the sum of all the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Conversion Price had has been or are is to be made pursuant to other provisions of this Section 4(b7(a), no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 2 contracts
Samples: Warrant Agreement (Netplex Group Inc), Warrant Agreement (Netplex Group Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (a) the then applicable Exercise Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale or (b) the Market Price determined as of such time, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeexchange thereof" is determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)SECTION 2B, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co)
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Issue Date, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2.6(c)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceWarrant Exercise Price pursuant to Section 2.6(a)), the "at a price per share for which Common Stock is issuable upon such conversion or exchange" is determined equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 2.6(a)) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 2.6(c)(iii), (A) no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, Securities and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), (B) no further adjustment of the Warrant Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Warrant Exercise Price have been made pursuant to the other provisions of this Section 2.6(c).
Appears in 2 contracts
Samples: Investment Agreement (Management Network Group Inc), Common Stock Purchase Warrant (Management Network Group, Inc.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is less than or equal to the Assumed Variable Market PT-ice last used for making any adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price(s) in effect at such time shall be readjusted to equal the Exercise Price(s) which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment 75% of the Exercise Market Price shall be made existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Us Data Authority Inc), Securities Purchase Agreement (Ab Financial Services LLC)
Issuance of Convertible Securities. If the Corporation Issuer in ---------------------------------- any manner issues or sells sells, or the Issuer publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof is less than the Applicable Price, then such share of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation Issuer at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 7(a)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof” shall be equal to the sum of all the lowest amounts of consideration (if any) received or receivable by the Issuer with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible SecuritiesSecurity less any consideration paid or payable by the Issuer with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Conversion Price had has been or are is to be made pursuant to other provisions of this Section 4(b7(a), no further adjustment of the Exercise Conversion Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: JSC Note (Tuesday Morning Corp/De), Filo C Note (Tuesday Morning Corp/De)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Market Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof at (determined in accordance with the time such Convertible Securities first become convertible or exchangeablecalculation method set forth in this subparagraph (iii)(B)), by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the Exercise Price first sentence of this subparagraph (B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be made upon deemed to be the actual issuance lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Common Stock upon conversion or exchange Variable Rate Convertible Security on the date of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments thereof were seventy-five percent (75%) of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of actual conversion price on such issuance or sale.date (the
Appears in 2 contracts
Samples: Warrant Agreement (Worldgate Communications Inc), Warrant Agreement (Worldgate Communications Inc)
Issuance of Convertible Securities. a. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 9.5(b)(2)(b) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Conversion Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
b. If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio, then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 9.5(b)(2)(a) shall be deemed to be the lowest price per share which would be applicable assuming that all holding period and if other conditions to any such issuance or sale of discounts contained in such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had Security have been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or salesatisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Grace Development Inc), Securities Purchase Agreement (Greenlight Capital LLC)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this clause (ii)(B) of this Section 3(d)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then for purposes of the next preceding sentence, the "price per share for which Common Stock is issuable upon such conversion, exercise or exchange" shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof was seventy-five percent (75%) of the actual conversion price on such date (the "Assumed Variable Market Price"), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 3(d) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Securities Agreement (Diomed Holdings Inc), Security Agreement (Diomed Holdings Inc)
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Issue Date, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this Section 3(c)(ii) and in Section 3(c)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceExercise Price pursuant to Section 3(a)), the "at a price per share equal to the quotient obtained by dividing:
(A) the sum (which sum shall constitute the applicable consideration received for which Common Stock is issuable upon such conversion or exchange" is determined by dividing purposes of Section 3(a)) of (x1) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (2) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by by
(yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 3(c)(iii), (A) no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, Securities and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), (B) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 3(c).
Appears in 2 contracts
Samples: Security Agreement (Agile Therapeutics Inc), Security Agreement (Agile Therapeutics Inc)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof at (determined in accordance with the time such Convertible Securities first become convertible or exchangeablecalculation method set forth in this subparagraph (iii)(B)), by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the first sentence of this subparagraph (B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Warrant Agreement (Champions Oncology, Inc.), Warrant Agreement (Champions Oncology, Inc.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (2) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "Assumed Variable Market Price"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Stock and Warrant Purchase and Investor Rights Agreement (Intel Corp), Securities Purchase Agreement (Lasersight Inc /De)
Issuance of Convertible Securities. If the Corporation in any ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 2 contracts
Samples: Warrant Agreement (Itc Deltacom Inc), Common Stock Purchase Warrant (Itc Holding Co Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner ---------------------------------- issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (a) the then applicable Exercise Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeissuable" is shall be determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)9, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: Warrant Agreement (CFW Communications Co), Warrant Agreement (CFW Communications Co)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 2 contracts
Samples: Warrant Agreement (Knickerbocker L L Co Inc), Warrant Agreement (Fastcomm Communications Corp)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof is less than the Applicable Price, then such share of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 3(b)(ii), the "lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof" shall be equal to the sum of all the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b3(b), no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 2 contracts
Samples: Security Agreement (Genius Brands International, Inc.), Security Agreement (Genius Brands International, Inc.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price(s) in effect at such time shall be readjusted to equal the Exercise Price(s) which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment 75% of the Exercise Market Price shall be made existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Securities Purchase Agreement (Icc Technologies Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) Security and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock Shares are issuable upon the conversion or exchange of all such Convertible Securities shallis less than the Current Market Value per Common Share in effect immediately prior to the time of such issue or sale, as then the maximum number of the date of the issuance Common Shares issuable upon conversion or exchange of such Convertible Securities, Security will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon such conversion or exchange" is Shares are issuable” will be determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall Warrant Number will be made when Common Shares are actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price Warrant Number had been or are to be made pursuant to other provisions of this Section 4(b)Agreement, no further adjustment of the Exercise Price shall Warrant Number will be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. A If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Dilutive Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of the Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of the Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such shares of the Common Stock upon exercise, conversion or exchange of such Convertible Securities. B If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Dilutive Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Dilutive Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Dilutive Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Dilutive Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Warrant Agreement (Lifepoint Inc)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Conversion Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (ii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”); provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution,such Convertible Security shall not be deemed to be a Variable Rate Convertible Security, then for purposes of the first sentence of this subparagraph (b), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (e) with respect to any Variable Rate Convertible Security, the Conversion Price in effect at such time shall be readjusted to equal the Conversion Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities. To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities, and if any upon the expiration or termination of the right to convert such Convertible Securities into Common Stock, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance or sale of such Convertible Securities is been made upon exercise on the basis of any Options for which adjustments delivery of only the Exercise Price had been or are to be made pursuant to other provisions number of this Section 4(b), no further adjustment shares of the Exercise Price shall be made by reason of such issuance or saleCommon Stock actually delivered.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in any ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable Exercise Price Base Rate in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issue or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeexchange thereof" is determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)paragraph 2B, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Issue Date, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this Section 3(c)(ii) and in Section 3(c)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceExercise Price pursuant to Section 3(a)), the "at a price per share equal to the quotient obtained by dividing:
(A) the sum (which sum shall constitute the applicable consideration received for which Common Stock is issuable upon such conversion or exchange" is determined by dividing purposes of Section 3(a)) of (x1) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (2) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by by
(yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 3(c)(iii), (A) no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, Securities and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), (B) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 3(c).
Appears in 1 contract
Issuance of Convertible Securities. If In case the Corporation shall in ---------------------------------- any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not immediately convertible (other than where the rights to exchange or convert any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share for which Class A Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is (determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Class A Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further ) shall be less than the Market Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Class A Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding, provided that (x) except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (d), no adjustment of the Exercise Price shall be made upon the actual issuance issue of such Class A Common Stock upon conversion or exchange of such Convertible Securities, and (y) if any such issuance issue or sale of such Convertible Securities is made upon exercise exercises of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price had have been or are to be made pursuant to other provisions of this Section 4(bSub-Paragraph (ii), no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Stock Purchase Agreement (Super Vision International Inc)
Issuance of Convertible Securities. If at any time the Corporation Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in ---------------------------------- any manner issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange is shall be less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesCommon Stock Purchase Price, then the maximum total number of shares of Common Stock issuable upon for which this Warrant is exercisable and the Warrant Exercise Price shall be adjusted as provided in Section 6(c) on the basis that the maximum number of shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shallshall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance If any issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price had have been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.to
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Ir Biosciences Holdings Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable greater of (x) the Market Price of the Common Stock determined as of the time of such issue or sale or (y) the Exercise Price in effect on the date of issuance of immediately prior to such Convertible Securitiestime, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeissuable" is shall be determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price or the number of shares of Common Stock issuable hereunder had been or are to be made pursuant to other provisions of this Section 4(b)2, no further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Warrant Agreement (Penton Media Inc)
Issuance of Convertible Securities. If In case the Corporation Company shall in ---------------------------------- any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is (determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No ) shall be less than 95% of the Market Price of such Common Stock on the date of such issue or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding (and included as Common Stock for purposes of paragraphs 3B and 3C) and to have been issued for such price per share, provided that (a) except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Exercise Warrant Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of Convertible Securities whether or not the granting or issuance of such Convertible SecuritiesSecurities resulted in an adjustment in the Warrant Purchase Price, and (b) if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)Options, no further adjustment of the Exercise Warrant Purchase Price shall be made by reason of such issue or sale (whether or not the granting or issuance of such Options or saleConvertible Securities resulted in an adjustment of the Warrant Purchase Price).
Appears in 1 contract
Issuance of Convertible Securities. If In case the Corporation in Company ---------------------------------- any manner issues shall issue or sells sell any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price consideration per share for which additional shares of Common Stock is may at any time thereafter be issuable upon pursuant to the terms of such conversion or exchange is Convertible Securities shall be less than the then applicable Market Price per share, the Exercise Price shall be adjusted as provided in effect Section 8.2(b) on the date of issuance of such Convertible Securities, then -------------- basis that (I) the maximum total number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall, shall be deemed to have been issued as of the date for the determination of the Market Price, as hereinafter provided, and (II) the aggregate consideration received for such additional shares of Common Stock shall be deemed to be equal to the minimum consideration received and receivable by the Company in connection with the issuance and exercise of such Convertible Securities. For the purposes of this Section 8.2(d), the date as of -------------- which the Market Price per share shall be determined shall be the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (xB) the total amount, if any, received or receivable by the Corporation as consideration for the date of actual issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made under this Section 8.2(d) upon the actual -------------- issuance of any Convertible Securities which are issued pursuant to the exercise of any Stock Purchase Rights, if an adjustment shall previously have been made upon the issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made Purchase Rights pursuant to other provisions of this Section 4(b8.2(c), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.. --------------
Appears in 1 contract
Samples: Warrant Agreement (WMF Group LTD)
Issuance of Convertible Securities. (1) If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, which Convertible Securities do not have a fluctuating conversion or exercise price or exchange ratio, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Article VIII.F(ii)(b)(2) if applicable) is less than the then applicable Exercise Conversion Price in effect on the date of issuance of such Convertible SecuritiesMeasurement Date, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(2) If the Corporation in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Article VIII.F(ii)(b)(1) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if any such issuance or sale the Conversion Price on the Measurement Date of such Variable Rate Convertible Securities is made upon exercise of any Options for which adjustments Security was 75% of the Exercise Conversion Price on such date (the "Assumed Variable Market Price"). Further, if the Conversion Price at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Article VIII.F with respect to any Variable Rate Convertible Security, the Conversion Price in effect at such time shall be readjusted to equal the Conversion Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment 75% of the Exercise Daily Market Price shall be made existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Convertible Note Agreement (Merlin Software Technologies International Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- ----------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesPrice, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "effective price per share for which ------------------------------------ Common Stock is issuable upon such exercise, conversion or exchange" is --------------------------------------------------------------------------- determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Samples: Security Agreement (Pacific Cma Inc)
Issuance of Convertible Securities. (A) If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 6(b)(ii)(B) if applicable) is less than the applicable Conversion Price (as then applicable Exercise Price in effect effect) on the date of issuance of such Convertible SecuritiesSecurity, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Conversion Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Corporation in any manner issues or sells any Convertible Securities with a fluctuating or re-setting conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per ---------------------------------- share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 6(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such issuance (2) the Market Price on the date of exercise, conversion or sale exchange of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions on the date of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason issuance of such issuance or sale.Convertible Security (the "Assumed Variable ---------------- Market Price"). ------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Webb Interactive Services Inc)
Issuance of Convertible Securities. If If, at any time after the Corporation in ---------------------------------- any manner Issue Date, the Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion exercise, exercise or exchange is less than the then applicable Exercise Market Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion exercise, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold are not Variable Rate Securities, then for the purposes of the immediately preceding sentence, the "price per share for which Common Stock is issuable upon such conversion exercise, exercise or exchange" is shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion exercise, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (iii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise, exercise or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale . To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities is made Securities, upon exercise of any Options for which adjustments the expiration or termination of the Exercise Price had been or are right to be made pursuant to other provisions of this Section 4(b)convert such Convertible Securities into Common Stock, no further adjustment of the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
Appears in 1 contract
Samples: Warrant Agreement (Vyteris Holdings (Nevada), Inc.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable greater of the Market Price or the Exercise Price then in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the ---------------------------------- price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (2) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "Assumed Variable Market Price"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.. -----------------------------
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or enters into a definitive, binding agreement pursuant to which the Company is required to grant or sell or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are and the lowest price per Ordinary Share for which one Ordinary Share is issuable upon the conversion, exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per shareOrdinary Share. For the purposes of the preceding sentencethis Section 2(a)(ii), the "lowest price per share Ordinary Share for which Common Stock one Ordinary Share is issuable upon such conversion the conversion, exercise or exchangeexchange thereof" is determined by dividing shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one Ordinary Share upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a variable conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Warrant Agreement (Data Race Inc)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeable(determined in accordance with the calculation method set forth in this Section 4(c)(ii)(B)), by (yB) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the first sentence of this Section 4(c)(ii)(B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4(c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Date of Issuance, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceExercise Price pursuant to Section 4(b)), the "at a price per share for which Common Stock is issuable upon such conversion or exchange" is determined equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(b)) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 4(d)(iii), (A) no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, Securities and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), (B) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 4(d).
Appears in 1 contract
Samples: Purchase Agreement (PAVmed Inc.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Dilutive Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of the Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of the Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such shares of the Common Stock upon exercise, conversion or exchange of such Convertible Securities. If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which a share of the Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Dilutive Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Dilutive Price on such date (the "Assumed Variable Market Price"). Further, if the Dilutive Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Dilutive Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Warrant Agreement (Lifepoint Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(f)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof’ shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Stock upon the issuance or sale of all the Convertible Security and upon conversion, exercise or exchange of such Convertible Securities, plus Security less any consideration paid or payable by the minimum aggregate amount of additional consideration, if any, payable Company with respect to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares one share of Common Stock issuable upon the conversion issuance or sale of such Convertible Security and upon conversion, exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b2(f), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- ----------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesPrice, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. (1) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, which Convertible Securities do not have a fluctuating conversion or exercise price or exchange ratio, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesMeasurement Date, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(2) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such issuance or sale the Market Price on the Measurement Date of such Convertible Securities Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is made upon exercise of less then or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cambridge Heart Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately exercisable, convertible or exchangeable (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Samples: Warrant Agreement (Microvision Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Dilutive Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Dilutive Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 75% of the Exercise Dilutive Price had been on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Dilutive Price at any time or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance times thereafter is less than or sale.equal
Appears in 1 contract
Samples: Warrant Agreement (Hearx LTD)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Market Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof at (determined in accordance with the time such Convertible Securities first become convertible or exchangeablecalculation method set forth in this subparagraph (iii)(B)), by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”) (provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security), then for purposes of the first sentence of this subparagraph (B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale . To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities is made upon exercise of any Options for which adjustments of into Common Stock, the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (A) the then applicable Exercise Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale or (B) the Market Price determined as of such time, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeissuable" is shall be determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)2, no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Conversion Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this Section 4(e)(ii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the first sentence of this Section 4(e)(ii)(B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were equal to the actual conversion price on such date (or such higher minimum conversion price if such Variable Rate Convertible Security is subject to a minimum conversion price) (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4(e) with respect to any Variable Rate Convertible Security, the Conversion Price in effect at such time shall be readjusted to equal the Conversion Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been equal to the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security. No further adjustment of to the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Samples: Senior Convertible Note (Zap)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if .
(B) If the Company in any such issuance manner issues or sale of such sells any Convertible Securities is made upon with a fluctuating conversion or exercise of any Options price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which adjustments Common Stock is issuable upon such exercise, conversion or exchange for purposes of the Exercise Price had been or are calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be made pursuant the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.any discounts
Appears in 1 contract
Samples: Stock and Warrant Purchase and Investor Rights Agreement (Intel Corp)
Issuance of Convertible Securities. If the Corporation Issuer in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (Securities other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) in connection with a Permitted Issuance and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Issuer at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 4(c)(ii), the "lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchangeexchange thereof" is determined by dividing shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Issuer with respect to one share of Common Stock upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Warrant Price or number of shares of Warrant Stock shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b4(c), no further adjustment of the Exercise Warrant Price or number of shares of Warrant Stock shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Dilutive Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Dilutive Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Dilutive Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Dilutive Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Dilutive Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable Exercise any Conversion Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale, then for purposes of such Conversion Price the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share; provided, however, that if such Convertible Securities contain a default or similar provision that provides for the issuance of additional securities upon the occurrence of a future event, no adjustment will be made to such Conversion Price with respect to such additional securities until the occurrence of such event. For the purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon such conversion or exchange" is issuable” shall be determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No In the event of an adjustment to any Conversion Price as a result of the issuance or sale of Convertible Securities, no further adjustment of the Exercise such Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise such Conversion Price had been or are to be made pursuant to other provisions of this Section 4(b)5, no further adjustment of the Exercise such Conversion Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesPrice, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Samples: Warrant Agreement (Dyntek Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 8(f)(ii), the "price per share for which Common Stock is issuable upon such conversion or exchangeLOWEST PRICE PER SHARE FOR WHICH ONE SHARE OF COMMON STOCK IS ISSUABLE UPON THE CONVERSION, EXERCISE OR EXCHANGE" is determined by dividing shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to one share of Common Stock upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Warrant Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b8(f), no further adjustment of the Exercise Warrant Price or number of Warrant Shares shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Warrant Agreement (United American Healthcare Corp)
Issuance of Convertible Securities. If at any time the Corporation Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in ---------------------------------- any manner issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible SecuritiesSecurities at an exercise price which is less than the Current Warrant Price and less than the Current Market Price, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securitiesexercisable, then the maximum total Current Warrant Price and the number of shares of Common Stock issuable upon for which this Warrant is then exercisable shall be adjusted as provided in Section 4.3 on the conversion basis that the maximum number of Additional Shares of Common Stock necessary to effect the conversions or exchange of all such Convertible Securities shallshall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes No adjustment of the preceding sentence, Current Warrant Price or the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable for which this Warrant is exercisable shall be made under this Section 4.5 upon the conversion issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants or exchange other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of all such Convertible Securitieswarrants or other rights pursuant to Section 4.4. No further adjustment adjustments of the Exercise Current Warrant Price or the number of shares for which this Warrant is exercisable shall be made upon the actual issuance issue of such Additional Shares of Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Additional Shares of Common Stock upon such conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If In case the Corporation Company shall in any ---------------------------------- any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is (determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No ) shall be less than 95% of the Market Price of such Common Stock on the date of such issue or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding (and included as Common Stock for purposes of paragraphs 3B and 3C) and to have been issued for such price per share, provided that (a) except as otherwise provided in paragraph 3D(3) below, no adjustment or further adjustment (as the case may be) of the Exercise Warrant Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of Convertible Securities whether or not the granting or issuance of such Convertible SecuritiesSecurities resulted in an adjustment in the Warrant Purchase Price, and (b) if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b)Options, no further adjustment of the Exercise Warrant Purchase Price shall be made by reason of such issue or sale (whether or not the granting or issuance of such Options or saleConvertible Securities resulted in an adjustment of the Warrant Purchase Price).
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(f)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Stock upon the issuance or sale of all the Convertible Security and upon conversion, exercise or exchange of such Convertible Securities, plus Security less any consideration paid or payable by the minimum aggregate amount of additional consideration, if any, payable Company with respect to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares one share of Common Stock issuable upon the conversion issuance or sale of such Convertible Security and upon conversion, exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b2(f), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
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Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than (a) the then applicable Exercise Base Price in effect on immediately prior to the date of issuance time of such Convertible Securitiesissue or sale or (b) the Market Price determined as of such time, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon such conversion or exchange" exchange thereof” is determined by dividing (xA) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price number of Warrant Shares acquirable upon exercise of this Warrant shall be made upon the actual issuance issue of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price number of Warrant Shares acquirable upon exercise of this Warrant had been or are to be made pursuant to other provisions of this Section 4(b9(b), no further adjustment of the Exercise Price number of Warrant Shares acquirable upon exercise of this Warrant shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Securities Purchase Agreement (Wabash National Corp /De)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (ii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”), then for purposes of the first sentence of this subparagraph (B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (c) with respect to any Variable Rate Convertible Security, the Exercise Price in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security. No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale . To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities is made Securities, upon exercise of any Options for which adjustments the expiration or termination of the Exercise Price had been or are right to be made pursuant to other provisions of this Section 4(b)convert such Convertible Securities into Common Stock, no further adjustment of the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made by reason upon the issuance of such issuance or saleConvertible Securities been made on the basis of delivery of only the number of shares of Common Stock actually delivered.
Appears in 1 contract
Samples: Warrant Agreement (Ener1 Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or enters into a definitive, binding agreement pursuant to which is required to grant or sell or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof is less than the Applicable Price, then such share of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section [ ](ii), the "lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion or exchange or exercise thereof" shall be equal to the sum of all the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion or exchange or exercise of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b)[ ], no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
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Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Market Price or the Exercise Price in effect on the date of issuance of such Convertible SecuritiesMeasurement Date, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities (taking into account the value of any warrants or other securities issued to the purchasers of such Convertible Securities), plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the price per share which would be applicable (assuming all holding period and if other conditions to any such issuance or sale of discounts contained in such Convertible Securities Security have been satisfied) if the Market Price on the Measurement Date is made upon exercise assumed for purposes of any Options for which adjustments this calculation to be 80% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price(s) in effect at such time shall be readjusted to equal the Exercise Price(s) which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment 80% of the Exercise Market Price shall be made existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock Shares is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Shares shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(a)(ii), the "“lowest price per share for which one share of Common Stock Shares is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Shares upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one share of Common Shares upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock Shares upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company shall, at any time or from time to time after the Original Issue Date, in ---------------------------------- any manner issues grant or sells sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not immediately convertible (other than where the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4.4(e)) for which Common Stock is issuable upon such the conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Convertible Securities, then the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all the total maximum amount of such Convertible Securities shall, shall be deemed to have been issued as of the date of the issuance granting or sale of such Convertible Securities, Securities (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of adjusting the preceding sentenceExercise Price pursuant to Section 4.1), the "at a price per share for which Common Stock is issuable upon such conversion or exchange" is determined equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4.4(e)) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or sale of all such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No Except as otherwise provided in Section 4.4(c), (A) no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, Securities and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), (B) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such issuance or saleConvertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 4.4.
Appears in 1 contract
Samples: 1.5 Lien Note Warrant Agreement (Exco Resources Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or enters into a definitive, binding agreement pursuant to which the Company is required to grant or sell or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are and the lowest price per Ordinary Share for which one Ordinary Share is issuable upon the conversion, exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the price per share for which Common Stock is issuable upon such conversion or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per shareOrdinary Share. For the purposes of the preceding sentencethis Section 2(a)(ii), the "“lowest price per share Ordinary Share for which Common Stock one Ordinary Share is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one Ordinary Share upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity less any consideration paid or payable by the Company with respect to such one Ordinary Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock Ordinary Shares upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesSet Price, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Set Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation in ---------------------------------- Company, at any manner time while this Warrant is outstanding, issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of immediately prior to such issuance of such Convertible Securitiesor sale, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(c)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to one share of Common Stock upon the issuance or sale of all the Convertible Security and upon conversion, exercise or exchange of such Convertible Securities, plus Security less any consideration paid or payable by the minimum aggregate amount of additional consideration, if any, payable Company with respect to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares one share of Common Stock issuable upon the conversion issuance or sale of such Convertible Security and upon conversion, exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had has been or are is to be made pursuant to other provisions of this Section 4(b2(c), no further adjustment of the Exercise Price or number of Warrant Shares shall be made by reason of such issuance or sale.
Appears in 1 contract
Issuance of Convertible Securities. If on or after the Corporation Closing Date, the Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) Security and the price per share for which any shares of Common Stock is are issuable upon such conversion or exchange thereof (the "Conversion Price") is less than and the then applicable Exercise Price in effect on Fair Market Value per share of Common Stock than the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted pursuant to Section 2.1 as if such shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have Security had been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which any shares of Common Stock is issuable upon such conversion or exchangeare issuable" is determined by dividing will be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to such shares of Common Stock upon the issuance or sale of all such the Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Securities and upon the conversion or exchange thereof at the time of such Convertible Securities first become convertible or exchangeable, by (y) Security. No further adjustment of the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment exercise of the Exercise Price shall Warrant will be made upon the actual issuance issue of such shares of Common Stock upon conversion or exchange of such any Convertible SecuritiesSecurity, and if any such issuance issue or sale of such Convertible Securities Security is made upon exercise of any Options for which adjustments of the Exercise Price number of shares of Common Stock issuable upon exercise of the Warrant had been or are to be made pursuant to other provisions of this Section 4(b)2, no further adjustment of the Exercise Price shall number of shares of Common Stock issuable upon exercise of the Warrant will be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. If at any time the Corporation Company shall in ---------------------------------- any manner issues grant (whether directly or sells by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not immediately convertible (other than where such rights or options or warrants or the right to convert or exchange any such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance exercise of such Convertible Securities, then the maximum total number of shares of Common Stock issuable rights or options or warrants or upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is (determined by dividing (xa) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting of such rights or sale options or warrants, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such rights or options or warrants, plus, in the case of such rights or options or warrants which relate to Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to upon the Corporation issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or warrants or upon the conversion or exchange of all such Convertible Securities. No further adjustment Securities issuable upon the exercise of such rights or options or warrants) shall be less than the Exercise Price shall be made determined as of the date of granting such rights or options or warrants for each such grant, then the total maximum number of shares of Common Stock issuable upon the actual issuance exercise of such Common Stock rights or options or warrants or upon conversion or exchange of the total maximum amount of such Convertible Securities, Securities issuable upon the exercise of such rights or options or warrants shall (as of the date of granting of such rights or options or warrants) be deemed to be outstanding and if to have been issued for such price per share. If any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options rights to subscribe for which adjustments of the Exercise Price had been or are to be made pursuant purchase or any option or warrant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of purchase any such issuance or sale.Convertible Securities
Appears in 1 contract
Samples: Securities Purchase Agreement (Educational Medical Inc)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells sells, or enters into a definitive, binding agreement pursuant to which the Company is required to grant or sell or the Company publicly announces the issuance or sale of, any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of the preceding sentencethis Section 2(a)(ii), the "“lowest price per share for which one share of Common Stock is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing exchange thereof” shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to any one share of Common Stock upon the issuance or sale of all the Convertible Security and upon conversion, exercise or exchange of such Convertible Securities, plus Security less any consideration paid or payable by the minimum aggregate amount of additional consideration, if any, payable Company with respect to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares one share of Common Stock issuable upon the conversion issuance or sale of such Convertible Security and upon conversion, exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cellect Biotechnology Ltd.)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per ---------------------------------- share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (2) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "Assumed Variable Market Price"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.. -----------------------------
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Holdings in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the effective price per share for which Holdings Common Stock is issuable upon such exercise, conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesAgreed Upon Price, then the maximum total number of shares of Holdings Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Holdings for such price per shareshare and the maximum consideration payable to Holdings upon such exercise (assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will be deemed to have been received by Holdings. For the purposes of the preceding sentence, the "“effective price per share for which Holdings Common Stock is issuable upon such exercise, conversion or exchange" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Holdings as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Holdings upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Holdings Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Agreed Upon Price shall will be made upon the actual issuance of such Holdings Common Stock upon exercise, conversion or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price had been or are to be made pursuant to other provisions of this Section 4(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Appears in 1 contract
Samples: Asset Purchase Agreement (Talecris Biotherapeutics Holdings Corp.)
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) and the lowest price per share for which one Common Stock Share is issuable upon such conversion the conversion, exercise or exchange thereof is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible SecuritiesApplicable Price, then the maximum total number of shares of such Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall, as of the date of the issuance of such Convertible Securities, Share shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the issuance or sale of such Convertible Securities for such price per share; provided, however, that notwithstanding the foregoing, with respect to any Convertible Securities that are Variable Price Securities (as defined below), the Exercise Price hereunder shall only be adjusted pursuant to this Section 7(a) at such time as the Company issues Common Shares to a holder of such Variable Price Securities and such Common Shares are issued at a Variable Price (as defined below) that is less than the Applicable Price and any such adjustment shall be based on such Variable Price and not on the lowest price per share for which one Common Share would be issuable under the terms of such Variable Price Securities. For the purposes of the preceding sentencethis Section 2(a)(ii), the "lowest price per share for which one Common Stock Share is issuable upon such conversion the conversion, exercise or exchange" is determined by dividing shall be equal to the sum of the lowest amounts of consideration (x) the total amount, if any, ) received or receivable by the Corporation as consideration for Company with respect to one Common Share upon the issuance or sale of all such the Convertible SecuritiesSecurity and upon conversion, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the conversion exercise or exchange of all such Convertible SecuritiesSecurity. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such Common Stock Shares upon conversion conversion, exercise or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments adjustment of the Exercise Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 4(b2(a), no further adjustment of the Exercise Price or number of Warrant Shares shall be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) Security and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the then applicable Exercise Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock Shares are issuable upon the conversion or exchange of all such Convertible Securities shallis less than the Current Market Value per Common Share in effect immediately prior to the time of such issue or sale, as then the maximum number of the date of the issuance Common Shares issuable upon conversion or exchange of such Convertible Securities, Security will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon such conversion or exchangeShares are issuable" is will be determined by dividing (xi) the total amount, if any, amount received or receivable by the Corporation Company as consideration for the issuance issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Exercise Price shall Warrant Number will be made when Common Shares are actually issued upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issuance issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustments of the Exercise Price Warrant Number had been or are to be made pursuant to other provisions of this Section 4(b)Agreement, no further adjustment of the Exercise Price shall Warrant Number will be made by reason of such issuance issue or sale.
Appears in 1 contract
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), then the price per share for which is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities Security was 75% of the Market Price on such date (the "Assumed Variable Market Price"). Further, if the Market Price at any time or times thereafter is made upon exercise of less than or equal to the Assumed Variable Market Price last used for making any Options for which adjustments of adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the Market Price existing at the time of the adjustment required by reason of such issuance or salethis sentence.
Appears in 1 contract
Issuance of Convertible Securities. (1) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable greater of the Market Price or the Exercise Price then in effect on the date of issuance of such Convertible Securitiesissuance, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" exchange is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance issuances of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(2) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "Variable Rate Convertible Security"), ---------------------------------- then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that (1) all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied, and if any such (2) the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustments Security was 80% of the Exercise Market Price had been or are to be made pursuant to other provisions of this Section 4(bon such date (the "Assumed Market Price"), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.. --------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Online System Services Inc)
Issuance of Convertible Securities. (A) If the Corporation Company in ---------------------------------- any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities the same are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the then applicable Exercise Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities shallwill, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment of to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any Convertible Securities with a fluctuating conversion or exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" for purposes of the calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Convertible Security have been satisfied) if any such the Market Price on the date of issuance or sale of such Convertible Securities is made upon exercise Security was 75% of the Market Price on such date (the "ASSUMED VARIABLE MARKET PRICE"). Further, if the Market Price at any Options time or times thereafter is, for which adjustments of ten (10) consecutive trading days, less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4 with respect to any Variable Rate Convertible Security, the Exercise Price had been or are in effect at such time shall be readjusted to be made pursuant to other provisions of this Section 4(b), no further adjustment of equal the Exercise Price shall be made by reason which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been 75% of the lowest Market Price in effect during such issuance or saleten (10) trading day period.
Appears in 1 contract
Samples: Securities Purchase Agreement (Think New Ideas Inc)
Issuance of Convertible Securities. If the Corporation in ---------------------------------- any manner Company issues or sells any Convertible Securities, whether or not immediately convertible (other than where such Convertible Securities are issuable upon the exercise of Options for which an adjustment of the applicable Exercise Price is made pursuant to Section 4(b)(i)) convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange is less than the then applicable Exercise Conversion Price in effect on the date of issuance or sale of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the conversion conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the "“price per share for which Common Stock is issuable upon such conversion conversion, exercise or exchange" is ” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the conversion conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this subparagraph (ii)(B)) at the time such Convertible Securities first become convertible convertible, exercisable or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible Security”); provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Convertible Security, then for purposes of the first sentence of this subparagraph (b), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Convertible Security have been satisfied) if the conversion price of such Variable Rate Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%) of the actual conversion price on such date (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Convertible Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this paragraph (e) with respect to any Variable Rate Convertible Security, the Conversion Price in effect at such time shall be readjusted to equal the Conversion Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of the actual conversion price of such Variable Rate Convertible Security existing at the time of the adjustment required by this sentence. No further adjustment of to the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities. To the extent that shares of Common Stock are not delivered pursuant to conversion of such Convertible Securities, and if any upon the expiration or termination of the right to convert such Convertible Securities into Common Stock, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance or sale of such Convertible Securities is been made upon exercise on the basis of any Options for which adjustments delivery of only the Exercise Price had been or are to be made pursuant to other provisions number of this Section 4(b), no further adjustment shares of the Exercise Price shall be made by reason of such issuance or saleCommon Stock actually delivered.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verso Technologies Inc)
