Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 6 contracts
Samples: Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Initial Exercise Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)3(h)(v) ) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.43(e)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.43(e)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c3(h)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
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 Options. If the Company shallissues or sells any rights, at warrants or options to subscribe for, purchase or receive Common Stock or Convertible Securities (any time or from time to time after of the Closing Dateforegoing, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any “Options”), whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon (and the price of any conversion or exchange of Convertible Securities issuable upon the exercise of such Options (as defined below), if applicable) is less than the Applicable PriceExercise Price in effect on the date of issuance or sale of such Options, then the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon conversion (assuming full conversion, exercise or exchange of the total maximum amount of Convertible Securities (as defined below), if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options Options” shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Convertible Securities and (as defined below) issuable upon the conversion exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange of all thereof (determined in accordance with the calculation method set forth in Section 6(d)(ii)(B)) at the time such Convertible SecuritiesSecurities first become convertible, exercisable or exchangeable, by (By) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion (assuming full conversion, exercise or exchange of all Convertible Securities issuable upon the exercise of all such OptionsSecurities, if applicable). Except as otherwise provided in Section 5.4(c), no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Options or upon the actual issuance of Common Stock upon conversion conversion, exercise or exchange of Convertible Securities (as defined below) issuable upon exercise of such Options. Simultaneously with any adjustment To the extent that shares of Common Stock or Convertible Securities (as defined below) are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the Warrants pursuant this Section 5.4(a), basis of delivery of only the number of Warrant Shares issuable upon exercise shares of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedCommon Stock actually delivered.
Appears in 4 contracts
Samples: Warrant Agreement (Digital Angel Corp), Warrant Agreement (Applied Digital Solutions Inc), Warrant Agreement (Digital Angel Corp)
Issuance of Options. If In the event the Company shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute or otherwise grant in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or including by assumption in a merger or otherwiseassumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (any such rights, warrants or options being herein called "Options" and any such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, sale, distribution or granting of such Options, then, for the purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all the total maximum amount of the Convertible Securities issuable upon the exercise of all such OptionsOptions shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted such that determined in good faith by the Aggregate Warrant Exercise Price shall remain unchangedBoard of Directors of the Company.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Hawthorne Financial Corp), Warrant Agreement (Value Partners LTD /Tx/), Warrant Agreement (Hawthorne Financial Corp)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner grants, issues, or sells (other than in an Excluded Issuance) grant, issue or sell or enter enters into any agreement to grant, issue issue, or sell (whether directly or by assumption in a merger or otherwisesell) any Options, whether or not such Options or (as defined below) and the right to convert or exchange lowest price per share for which one Common Stock is at any Convertible Securities time issuable upon the exercise of any such Options are immediately exercisable, and the price per share Option (determined as provided in this paragraph and in Section 5.4(d)defined below) for which Common Stock is issuable upon the exercise of such Options or upon the conversion conversion, exercise, or exchange of Convertible Securities any Common Stock Equivalents issuable upon the exercise of any such Options Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then the total maximum number of shares of such Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance, sale or grant of such Option (as defined below) for purposes of adjusting the Exercise Price under this Section 5.4), at a such price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for share. For purposes of this Section 5.43(d)(i), the “lowest price per share for which one Common Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the total amount, sum of the lowest amounts of consideration (if any, ) received or receivable by the Company as consideration for with respect to any one Common Stock upon the granting granting, issuance, or sale of all such OptionsOption (as defined below), plus upon exercise of such Option (as defined below) and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the terms thereof and (y) the minimum aggregate amount of additional consideration payable to the Company lowest exercise price set forth in such Option (as defined below) for which one Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of all such Options, plus (z), in the case of any such Options which relate (as defined below) or upon conversion, exercise, or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to Convertible Securities, the minimum aggregate amount terms thereof minus (2) the sum of additional consideration, if any, all amounts paid or payable to the Company holder of such Option (or any other Person) upon the issuance granting, issuance, or sale of all such Convertible Securities Option (as defined below), upon exercise of such Option (as defined below) and the conversion upon conversion, exercise, or exchange of all such Convertible Securities, by (B) the total maximum number of shares of any Common Stock Equivalents issuable upon the exercise of all such Options Option (as defined below) or upon otherwise pursuant to the conversion terms thereof plus the value of any other consideration received or exchange receivable by, or benefit conferred on, the holder of all Convertible Securities issuable upon the exercise of all such OptionsOption (as defined below) (or any other Person). Except as otherwise provided in Section 5.4(c)contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities such Common Stock Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of Convertible Securities issuable upon exercise of such OptionsCommon Stock Equivalents. Simultaneously with “Option” means any adjustment rights, warrants or options to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedsubscribe for or purchase Common Stock or Common Stock Equivalents.
Appears in 3 contracts
Samples: Security Agreement (Zhibao Technology Inc.), Security Agreement (Zhibao Technology Inc.), Security Agreement (Zhibao Technology Inc.)
Issuance of Options. If the Company shall, at any time or from time prior to time after the Closing one year anniversary of the Reset Date, the Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (other than in an Excluded Issuancesuch rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or and the right to convert or exchange any Convertible Securities price per share for which Common Stock is issuable upon the exercise of such Options are or upon conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately exercisableprior to such grant, and then the Exercise Price shall be adjusted to equal the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon Securities. If at any time prior to the exercise one year anniversary of such the Reset Date, the Company in any manner grants any Options is less (other than Underlying Shares, shares of Common Stock deemed to have been issued by the Applicable Price, then the total maximum number of Company in connection with an Approved Stock Plan (as defined below) or shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement and the price per share for which Common Stock is issuable upon exercise of such Options or upon conversion the conversions or exchange of the total maximum amount of such Convertible Securities issuable upon is (A) greater than the exercise of Exercise Price in effect immediately prior to such Options shall be deemed to have been issued as of the date of the granting, issuance or sale and (or the date of execution of B) less Market Price, then immediately after such agreement to grant, issue or sellsale, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share then in effect shall be reduced to an amount equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) product of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all Exercise Price in effect immediately prior to such Options, plus grant and (y) the minimum aggregate amount quotient determined by dividing (1) the sum of additional consideration payable to (I) the Company upon product of (A) the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities Market Price and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable Deemed Outstanding (as defined below) immediately prior to such issue or sale, and (II) the consideration, if any, received by the Company upon the exercise of all such Options or upon the issue, sale, grant, exercise, conversion or exchange exchange, by (2) the product of all Convertible Securities issuable upon (I) the exercise Market Price and (II) the number of all shares of Common Stock Deemed Outstanding (as defined below) immediately after such Optionsgrant; provided that no adjustment shall be made if such adjustment would result in an increase of the Exercise Price in effect immediately prior to such grant. Except as otherwise provided in Section 5.4(c), no further No adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Digital Courier Technologies Inc), Securities Purchase Agreement (Digital Courier Technologies Inc), Loan Agreement (Digital Courier Technologies Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Issue Date, in any manner (other than in an Excluded Issuance) grantmanner, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any OptionsDerivative Securities, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Warrant Price under this Section 5.42.1), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42.1) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), ) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c2.1(i)(3), no further adjustment of the Exercise Warrant Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 3 contracts
Samples: Exchange and Purchase Agreement (Liveperson Inc), Warrant Agreement (Liveperson Inc), Warrant Agreement (Liveperson Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datetime, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d2(c)(iv)) for which Common Stock Ordinary Shares is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock Ordinary Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding issued or sold for purposes of adjusting the Exercise Price under this Section 5.42(b)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42(b)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock Ordinary Shares issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c2(c)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock Ordinary Shares or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock Ordinary Shares upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 3 contracts
Samples: Warrant Agreement (Bitdeer Technologies Group), Subscription Agreement (Tether Holdings LTD), Subscription Agreement (Bitdeer Technologies Group)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datedate hereof, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph Section 3(c)(i) and in Section 5.4(d3(c)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.43(a)), at a price per share equal to the quotient obtained by dividing dividing:
(A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.43(a)) of (x1) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z3), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by by
(B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c3(c)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 3 contracts
Samples: Security Agreement (Agile Therapeutics Inc), Security Agreement (Agile Therapeutics Inc), Security Agreement (Agile Therapeutics Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d2.6(c)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceMarket Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price under this Section 5.42.6(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42.6(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c2.6(c)(iii), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 2 contracts
Samples: Investment Agreement (Management Network Group Inc), Common Stock Purchase Warrant (Management Network Group, Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4.3(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceOriginal Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price number of Warrant Shares under this Section 5.44.1), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44.3(e)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4.3(c), no further adjustment of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 2 contracts
Samples: Commitment Fee Warrant Agreement (Exco Resources Inc), Amendment Fee Warrant Agreement (Exco Resources Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner (other than in an Excluded Issuance) grantissues or grants any warrants, issue rights or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Optionsoptions, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, to subscribe for or to purchase Common Stock or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as “Options”) and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon (and the price of any conversion or exchange of Convertible Securities issuable upon the exercise of such Options Common Stock Equivalents, if applicable) is less than the Applicable PriceConversion Price (in effect on the Measurement Date of such Options) (“Below Conversion Price Options”), then the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Conversion Price Options or upon (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will, as of the total maximum amount date of Convertible Securities the issuance or grant of such Below Conversion Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Below Conversion Price under this Section 5.4), at a price per share equal to the quotient obtained Options” is determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (xi) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting or sale of all such Below Conversion Price Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale exercise of all such Convertible Securities and Below Conversion Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise of such Below Conversion Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange of all thereof at the time such Convertible SecuritiesCommon Stock Equivalents first become exercisable, convertible or exchangeable, by (Bii) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Below Conversion Price Options or upon the (assuming full conversion or exchange of all Convertible Securities issuable upon the exercise of all such OptionsCommon Stock Equivalents, if applicable). Except as otherwise provided in Section 5.4(c), no No further adjustment of to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Below Conversion Price Options or upon the actual issuance of Common Stock upon exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Options. Simultaneously with Below Conversion Price Options although the forfeiture or expiration of any adjustment to such Below Conversion Price Options may result in a subsequent increase in the Exercise Conversion Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedas set forth below.
Appears in 2 contracts
Samples: Consent and Amendment Agreement (La Jolla Pharmaceutical Co), Consent and Amendment Agreement (La Jolla Pharmaceutical Co)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4.6(c)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceMarket Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Warrant Exercise Price under this Section 5.44.6(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44.6(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4.6(c)(iii), no further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Management Network Group, Inc.), Investment Agreement (Management Network Group Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner (other than in an Excluded Issuance) grantgrants, issue ------------------- issues or sell or enter into sells any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable Priceaverage Market Price of the Common Stock for the 30 trading days immediately preceding (but not including) the date of such grant, issue or sale of Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Corporation at the time of the granting, issuance issue or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a such price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for share. For purposes of this Section 5.4) of 6E(i), the "price per share for which Common Stock is issuable" shall be determined by dividing (xa) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting granting, issue or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (Bb) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Conversion Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common Stock is actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wiser Oil Co), Stock Purchase Agreement (Wiser Oil Co)
Issuance of Options. If the Company shall, In case at any time or from time to time after the Closing Date, Company shall in any manner grant any rights to subscribe for or to purchase or any options (other than in an Excluded Issuancesuch rights or options being herein called “Options”) grant, issue for the purchase of (x) Common Units or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwisey) any OptionsCompany Securities (such Company Securities that are convertible or exchangeable being herein called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) Unit for which Common Stock Units is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (xi) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z)plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (Bii) the total maximum number of shares of Common Stock Units issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options) shall be less than the Series A Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of Common Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per Unit as of the date of granting of such Options and thereafter shall be deemed to be outstanding for purposes of adjusting the Series A Conversion Price. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Series A Conversion Price shall be made upon the actual issuance issue of such Common Stock Units or of such Convertible Securities upon exercise of such Options or upon the actual issuance issue of such Common Stock Units upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datedate of issuance of this Warrant, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any OptionsOptions (as defined below) to purchase Common Stock, whether or not such Options or the right to convert or exchange any Convertible Securities (as defined below) issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d12(c)(iv)(5)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.412(c)(i)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.412(c)(i)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c12(c)(iv)(3), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 2 contracts
Samples: Promissory Note and Put Agreement (United Cannabis Corp), Promissory Note and Put Agreement (United Cannabis Corp)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner grants, issues or sells (other than in an Excluded Issuance) grant, issue or sell or enter enters into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwisesell) any options or rights to acquire Common Stock or Convertible Securities (“Options”) and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, whether or not such Options or the right to convert exercise or exchange of any Convertible Securities issuable upon the exercise of any such Options are immediately exercisable, and Option or otherwise pursuant to the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options terms thereof is less than the Applicable Price, then the total maximum number of shares such share of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Company at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of Option for such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for share. For purposes of this Section 5.45(b)(i)(x), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the total amount, sum of the lowest amounts of consideration (if any, ) received or receivable by the Company as consideration for with respect to any one share of Common Stock upon the granting granting, issuance or sale of all such OptionsOption, plus upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the minimum aggregate amount lowest exercise price set forth in such Option for which one share of additional consideration payable to the Company Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of all such Options, plus (z), in the case of any such Options which relate or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to Convertible Securitiesthe terms thereof, minus (2) the minimum aggregate amount sum of additional consideration, if any, all amounts paid or payable to the Company holder of such Option (or any other Person) with respect to any one share of Common Stock upon the granting, issuance or sale of all such Convertible Securities Option, upon exercise of such Option and the conversion upon conversion, exercise or exchange of all such any Convertible Securities, by (B) the total maximum number of shares of Common Stock Security issuable upon the exercise of all such Options Option or upon otherwise pursuant to the conversion terms thereof plus the value of any other consideration (including, without limitation, consideration consisting of cash, debt forgiveness, assets or exchange any other property) received or receivable by, or benefit conferred on, the holder of all Convertible Securities issuable upon the exercise of all such OptionsOption (or any other Person). Except as otherwise provided in Section 5.4(c)contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 2 contracts
Samples: Convertible Note Agreement (Flewber Global Inc.), Convertible Note Agreement (Flewber Global Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue issues or sell or enter into grants any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceFair Market Value per share of Common Stock determined as of the date of such issuance or grant of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicableOptions) of such Options (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained for which Common Stock is issuable upon exercise of Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the issuing or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 2 contracts
Samples: Warrant Agreement (Interdent Inc), Warrant Agreement (Interdent Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue issues or sell or enter into grants any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon is less than either the exercise Fair Market Value per share of Common Stock determined as of the date of such issuance or grant of such Options is less than or the Applicable PriceWarrant Purchase Price in effect immediately prior to such issuance or grant of Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicableOptions) of such Options (and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained for which Common Stock is issuable upon exercise of Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the issuing or granting or sale of all such Options, plus (y) PLUS the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), PLUS in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Warrant Agreement (Levine Leichtman Capital Partners Ii Lp)
Issuance of Options. If Subject to the Company shallIssuance Cap exception ------------------- in Section 6(j) below, if at any time or from time to time after while this Warrant is outstanding the Closing Date, Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (other than (1) the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Excluded IssuanceApproved Stock Plan, (2) grantthe shares of Common Stock issuable upon the exercise of any options or warrants and listed in Schedule 2.1(c) of the Purchase Agreement, issue (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), (4) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, (5) the shares of Common Stock issued or sell deemed to have been issued as consideration for an acquisition by the Company of a division, assets or enter into business (or stock constituting any agreement to grant, issue portion thereof) from another person) (such rights or sell (whether directly options being herein called "Options" and such convertible ------- or by assumption in a merger exchangeable stock or otherwisesecurities being herein called "Convertible ----------- Securities") any Options, whether or not such Options or and the right to convert or exchange any Convertible Securities price per share for which Common Stock is ---------- issuable upon the exercise of such Options are or upon conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately exercisableprior to such grant, and then the price per share Exercise Price shall be adjusted to equal to the lesser of: (determined as provided in this paragraph and in Section 5.4(d)1) for which Common Stock is issuable the Adjusted Price upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon or (2) the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of Average Price on the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further No adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner grants, issues or sells any Options (other than in an Excluded Issuanceany Options permitted by Section 7(b)(iii)) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable PriceSeries B Conversion Price in effect immediately prior to the time of the granting, issuance or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Corporation at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for such price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a “price per share equal to the quotient obtained for which Common is issuable” shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting granting, issuance or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), 3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Conversion Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common is actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Xstream Systems Inc)
Issuance of Options. If In the event the Company shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute or otherwise grant in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or including by assumption in a merger or otherwiseassumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (any such rights, warrants or options being herein called "Options" and any such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, sale, distribution or granting of such Options then, for purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all the total maximum amount of the Convertible Securities issuable upon the exercise of all such Optionsoptions shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Purchase Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted such that determined in good faith by the Aggregate Warrant Exercise Price shall remain unchangedBoard of Directors of the Company.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner grants, issues or sells any Options (other than in an Excluded Issuanceany Options permitted by Section 7(b)(iii)) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable PriceSeries C Conversion Price in effect immediately prior to the time of the granting, issuance or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Corporation at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for such price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a “price per share equal to the quotient obtained for which Common is issuable” shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting granting, issuance or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), 3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Conversion Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common is actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Xstream Systems Inc)
Issuance of Options. If the Company shall, In case at any time or from time to time after the Closing Date, Company shall in any manner grant any rights to subscribe for or to purchase or any options (other than in an Excluded Issuancesuch rights or options being herein called “Options”) grant, issue for the purchase of (x) Common Units or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwisey) any OptionsCompany Securities (such Company Securities that are convertible or exchangeable being herein called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) Unit for which Common Stock Units is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (xi) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z)plus, in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (Bii) the total maximum number of shares of Common Stock Units issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options) shall be less than the Series A Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of Common Units issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per Unit as of the date of granting of such Options and thereafter shall be deemed to be outstanding for purposes of adjusting the Series A Conversion Price. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Series A Conversion Price shall be made upon the actual issuance issue of such 25776957.3325776957.34 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 83 of 90 Common Stock Units or of such Convertible Securities upon exercise of such Options or upon the actual issuance issue of such Common Stock Units upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)9(d)(iv)(E) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.49(d)(i)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.49(d)(i)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c9(d)(iv)(C), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner grants, issues or sells (other than in an Excluded Issuance) grant, issue or sell or enter enters into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwisesell) any Options, whether or not such Options or (as defined below) and the right to convert or exchange lowest price per share for which one share of Common Stock is at any Convertible Securities time issuable upon the exercise of any such Options are immediately exercisable, and the price per share Option (determined as provided in this paragraph and in Section 5.4(d)defined below) for which Common Stock is issuable upon the exercise of such Options or upon the conversion conversion, exercise or exchange of Convertible Securities any Common Stock Equivalents issuable upon the exercise of any such Options Option (as defined below) or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Common Stock shall be deemed to be outstanding and to have been issued and sold by the total maximum number Company at the time of shares the granting or sale of such Option (as defined below) for such price per share. For purposes of this Section 3(d)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options (as defined below) or upon conversion conversion, exercise or exchange of the total maximum amount of Convertible Securities any Common Stock Equivalents issuable upon the exercise of any such Options Option (as defined below) or otherwise pursuant to the terms thereof” shall be deemed equal to have been issued as (1) the lower of (x) the sum of the date lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale (or the date of execution of such agreement to grantOption (as defined below), issue or sell, as applicable) upon exercise of such Options Option (as defined below) and thereafter shall be deemed to be outstanding for purposes upon conversion, exercise or exchange of adjusting the Exercise Price under this Section 5.4), at a price per share equal any Common Stock Equivalents issuable upon exercise of such Option (as defined below) or otherwise pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus terms thereof and (y) the minimum aggregate amount lowest exercise price set forth in such Option (as defined below) for which one share of additional consideration payable to the Company Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of all such Options, plus (z), in the case of any such Options which relate (as defined below) or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option (as defined below) or otherwise pursuant to Convertible Securities, the minimum aggregate amount terms thereof minus (2) the sum of additional consideration, if any, all amounts paid or payable to the Company holder of such Option (or any other Person) upon the granting, issuance or sale of all such Convertible Securities Option (as defined below), upon exercise of such Option (as defined below) and the conversion upon conversion, exercise or exchange of all such Convertible Securities, by (B) the total maximum number of shares of any Common Stock Equivalents issuable upon the exercise of all such Options Option (as defined below) or upon otherwise pursuant to the conversion terms thereof plus the value of any other consideration received or exchange receivable by, or benefit conferred on, the holder of all Convertible Securities issuable upon the exercise of all such OptionsOption (as defined below) (or any other Person). Except as otherwise provided in Section 5.4(c)contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities such Common Stock Equivalents upon the exercise of such Options (as defined below) or otherwise pursuant to the terms of or upon the actual issuance of such Common Stock upon conversion conversion, exercise or exchange of such Common Stock Equivalents. “Option” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities issuable upon exercise of such Securities. “Convertible Securities” means any shares or other security (other than Options. Simultaneously with ) that is at any adjustment time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to the Exercise Price of the Warrants pursuant this Section 5.4(a)acquire, the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedany Common Stock.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner grants, issues or sells any Options (other than in an Excluded Issuanceany Options permitted by Section 7(b)(iii)) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable PriceSeries A Conversion Price in effect immediately prior to the time of the granting, issuance or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Corporation at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for such price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a “price per share equal to the quotient obtained for which Common is issuable” shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting granting, issuance or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), 3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all of’ such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Conversion Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common is actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Xstream Systems Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue grants or sell or enter into sells any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options and the price per share for which Common Shares are issuable upon the exercise of such Options, whether or not such Options or upon the right to convert conversion or exchange of any Convertible Securities issuable upon the exercise of such Options are Options, is less than the Conversion Price in effect immediately exercisableprior to the time of the granting or sale of such Options, and then the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which maximum number of Common Stock is Shares issuable upon the exercise of such Options Options, or upon the conversion or exchange of the maximum amount of such Convertible Securities issuable upon the exercise of such Options, will be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options is less than for such price per share. For purposes of this Section 7(e)(i)(A), the Applicable Price, then the total maximum number of shares of "price per share for which Common Stock Shares are issuable upon the exercise of such Options Options, or upon conversion or exchange of the total maximum amount of any Convertible Securities issuable upon the exercise of such Options shall Options" will be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B2) the total maximum number of shares of Common Stock Shares issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Conversion Price shall will be made upon the actual issuance of Common Stock Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of Common Stock Shares upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Share Purchase Agreement (Xinhua Finance Media LTD)
Issuance of Options. If any Shares remain outstanding after the Company Initial Public Offering, and the Corporation shall, following the closing of the Initial Public Offering, at any time or from time to time after the Closing Datetime, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d8.5(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceConversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Conversion Price under this Section 5.48.5(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.48.5(a)) of (x) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c8.5(d)(iii), no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Series a Convertible Preferred Shares Purchase Agreement (1347 Property Insurance Holdings, Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)Paragraph 5 below) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.42(b)(i)(B) above), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42(b)(i)(B) above) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c)paragraph 3 below, no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue grants or sell or enter into sells any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or Option and the right to convert or exchange any Convertible Securities price per Unit for which membership interests having Points are issuable upon the exercise of such Options are Option, or upon conversion or exchange of any Convertible Security issuable upon exercise of such Option, is less than the Fair Market Value of such Unit immediately exercisableprior to such grant or sale, and then the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is total number of Units issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options Option or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter Option shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per Unit. For purposes of adjusting the Exercise Price under this Section 5.45.8(a), at a the “price per share equal to the quotient obtained Unit for which membership interests having Points are issuable” shall be determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such OptionsOption, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such OptionsOption, plus (z), in the case of such Options an Option which relate relates to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (B) the total maximum number of shares of Common Stock Units so issuable upon the exercise of all such Options Option or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such OptionsOption. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Price Dilution Factor shall be made when Convertible Securities are actually issued upon the actual issuance exercise of Common Stock any such Option or of Convertible Securities when Units having Points are actually issued upon the exercise of such Options Option or upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Atlantic Broadband Management, LLC)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Dateduring Exercise Period, in any manner (other than in an Excluded Issuance) grant, issue grant or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d5(b)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceFair Market Value per share of the Common Stock immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price number of Warrant Shares under this Section 5.45(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.45(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c5(b)(iii), no further adjustment of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Warrant Agreement (MusclePharm Corp)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in pursuant to an Excluded IssuanceOption Plan except with respect to options issued to (i) grantPatrxxx Xxxxxxxxxx xx John Xxxxx, (xi) any of their Affiliates or (iii) any of their immediate family members) the Issuer shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Issuer in payment for such Options (determined as provided in this paragraph and in accordance with Section 5.4(d)6.06(a) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is hereof) shall be less than the Applicable PriceCurrent Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the total maximum number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 6.02 hereof on the basis that (a) the maximum number of shares of Additional Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this Section 6.03, and (b) the aggregate consideration for such maximum number of shares of Additional Common Stock shall be (subject to Section 6.05 hereof) the consideration received by the Issuer for the issuance or sale (or the date of execution of such agreement shares of Additional Common Stock pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.46.03, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration Issuer shall take a record of the holders of its Common Stock for the granting purpose of entitling them to receive any such Options, (ii) the date on Warrant Agreement which the Issuer shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Issuer shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company upon the exercise shares of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Common Stock comprising a Stock Unit shall be made under this Section 6.03 upon the issuance or sale of all such any Options to subscribe for or purchase any shares of Additional Common Stock or any Convertible Securities and or upon the conversion subsequent issue or exchange of all such Convertible Securities, by (B) the total maximum number sale of shares of such Additional Common Stock issuable upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such shares of Additional Common Stock, as a distribution or a dividend which is distributed or declared and paid in accordance with Section 6.08 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Issuer, as a unit, shall be made upon treated for the actual purpose of this Section 6 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, Company shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Company in payment for such Options (determined as provided in this paragraph and in accordance with Section 5.4(d)6.06(a) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is hereof) shall be less than the Applicable PriceCurrent Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the total maximum number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 6.02 hereof on the basis that (a) the maximum number of Additional Shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this Section 6.03, and (b) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be (subject to Section 6.05 hereof) the consideration received by the Company for the issuance or sale (or the date of execution of such agreement Additional Shares of Common Stock pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.46.03, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration shall take a record of the holders of its Common Stock for the granting purpose of entitling them to receive any such Options, (ii) the date on which the Company shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Company shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company upon the exercise shares of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Common Stock Warrant Agreement ----------------- comprising a Stock Unit shall be made under this Section 6.03 upon the issuance or sale of all such Convertible Securities and the conversion any Options to subscribe for or exchange of all such Convertible Securities, by (B) the total maximum number of shares purchase any Additional Shares of Common Stock issuable or any Convertible Securities or upon the subsequent issue or sale of Additional Shares of Common Stock upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such Additional Shares of Common Stock, as a distribution or a dividend which is distributed or declared and paid in accordance with Section 7.02 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Company, as a unit, shall be made upon treated for the actual purpose of this Section 6 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Issuance Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d2(h)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options without giving effect to any anti-dilution or similar adjustment unless and until triggered (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.42(f)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42(f)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c2(h)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any OptionsOptions (as defined herein), whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4.3(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceWarrant Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Warrant Price under this Section 5.4), 4.1) at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44.1) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4.3(c), no further adjustment of the Exercise Warrant Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue grants or sell or enter into sells any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any OptionsOptions after the Subscription Date, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4)Options, at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.42(a)) of (xw) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (yx) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (zy), in the case of such Options which relate to for the purchase of Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, less (z) any consideration paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options (without giving effect to any limitation on the exercise, conversion or exchange of such Options). Except as otherwise provided set forth in Section 5.4(c2(a)(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 or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Subscription Agreement (SMTC Corp)
Issuance of Options. If In the event the Company shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute, or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (any such rights, warrants, or options being herein called "Options" and any such convertible or exchangeable stock or securities being herein called "Convertible Securities"), other than in an Excluded Issuance) grant, issue or sell or enter into any agreement pursuant to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Optionsits 1994 Stock Option Plan and its 1994 Board Retainer Plan, whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution, or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the cases of Options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, sale, distribution, or granting of such Options then, for purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of the total maximum amount of the Convertible Securities issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, sale, distribution, or granting of such Options shall be deemed to have been issued as on the date of the issuance, sale, distribution, or granting of such Options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4(c)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceBaseline Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price number of Warrant Shares under this Section 5.44(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.additional
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, Company shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Company in payment for such Options (determined as provided in this paragraph and in accordance with Section 5.4(d)6.06(a) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is hereof) shall be less than the Applicable PriceCurrent Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the total maximum number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 6.02 hereof on the basis that (a) the maximum number of Additional Shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this Section 6.03, and (b) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be (subject to Section 6.05 hereof) the consideration received by the Company for the issuance or sale (or the date of execution of such agreement Additional Shares of Common Stock pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.46.03, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration shall take a record of the holders of its Common Stock for the granting purpose of entitling them to receive any such Options, (ii) the date on which the Company shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Company shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company upon the exercise shares of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Common Stock comprising a Stock Unit shall be made under this Section 6.03 upon the issuance or sale of all such Convertible Securities and the conversion any Options to subscribe for or exchange of all such Convertible Securities, by (B) the total maximum number of shares purchase any Additional Shares of Common Stock issuable or any Convertible Securities or upon the subsequent issue or sale Warrant Agreement ----------------- of Additional Shares of Common Stock upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such Additional Shares of Common Stock, as a distribution or a dividend which is distributed or declared and paid in accordance with Section 7.02 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Company, as a unit, shall be made upon treated for the actual purpose of this Section 6 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Issuance of Options. If the Company shallCompany, at any time or from time to time after the Closing Dateissuance of this Warrant, in any manner (other than in an Excluded Issuance) grant, issue grants or sell or enter into any agreement to grant, issue or sell sells (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph Section 4.2(a) and in Section 5.4(d4.2(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceFair Market Value per share of Common Stock in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall will be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4)Options, at a price per share equal to the quotient obtained by dividing of:
(Ai) the sum (which sum shall constitute will be the applicable consideration received by the Company for purposes of this Section 5.44.1) of (xA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (yB) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), C) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by Securities divided by,
(Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4.2(c), no further adjustment of the Exercise Price shall number of Warrant Shares will be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Warrant Agreement (Avantor, Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datedate, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44(b)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(b)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4(d)(iv), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Purchase Agreement (PAVmed Inc.)
Issuance of Options. If Subject to the Company shallIssuance Cap exception ------------------- in Section 6(j) below, if at any time or from time to time after while this Warrant is outstanding the Closing Date, Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (other than (1) the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Excluded IssuanceApproved Stock Plan, (2) grantthe shares of Common Stock issuable upon the exercise of any options or warrants outstanding and listed in Schedule 2.1(c) of the Purchase Agreement, issue (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), (4) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, (5) the shares of Common Stock issued or sell deemed to have been issued as consideration for an acquisition by the Company of a division, assets or enter into business (or stock constituting any agreement to grant, issue portion thereof) from another person) (such rights or sell (whether directly options being herein called "Options" and such ------- convertible or by assumption in a merger exchangeable stock or otherwisesecurities being herein called "Convertible Securities") any Options, whether or not such Options or and the right to convert or exchange any Convertible Securities price per share for which Common ---------------------- Stock is issuable upon the exercise of such Options are or upon conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately exercisableprior to such grant, and then the price per share Exercise Price shall be adjusted to equal to the lesser of: (determined as provided in this paragraph and in Section 5.4(d)1) for which Common Stock is issuable the Adjusted Price upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon or (2) the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of Average Price on the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no further No adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Issuance of Options. If the Company Corporation shall, at any time or from time to time after the Closing DateDate of Issuance, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d8.6(d)(iv)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceConversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Conversion Price under this Section 5.48.6(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.48.6(a)) of (x) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company Corporation upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c8.6(d)(iii), no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Securities Purchase Agreement (First Light Acquisition Group, Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, Company shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Company in payment for such Options (determined as provided in this paragraph and in accordance with Section 5.4(d)6.06(a) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is hereof) shall be less than the Applicable PriceCurrent Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the total maximum number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Section 6.02 hereof on the basis that (a) the maximum number of Additional Shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this Section 6.03, and (b) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be (subject to Section 6.05 hereof) the consideration received by the Company for the issuance or sale (or the date of execution of such agreement Additional Shares of Common Stock pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.46.03, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration shall take a record of the holders of its Common Stock for the granting purpose of entitling them to receive any such Options, (ii) the date on which the Company shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Company shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company upon the exercise shares of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Common Stock comprising a Stock Unit shall be made under this Section 6.03 upon the issuance or sale of all such any Options to subscribe for or purchase any Additional Shares of Warrant Agreement ----------------- Common Stock or any Convertible Securities and or upon the conversion subsequent issue or exchange sale of all such Convertible Securities, by (B) the total maximum number of shares Additional Shares of Common Stock issuable upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such Additional Shares of Common Stock, as a distribution or a dividend which is distributed or declared and paid in accordance with Section 7.02 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Company, as a unit, shall be made upon treated for the actual purpose of this Section 6 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Samples: Warrant Agreement (Nuco2 Inc /Fl)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock other than in an Excluded Issuance) grantthe Warrants (any such rights, issue warrants or sell options being herein called "Options" and any such convertible or enter into any agreement to grant, issue exchangeable stock or sell (whether directly or by assumption in a merger or otherwise) any Optionssecurities being herein called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options) shall be less than the greater of the Exercise Price or the Market Dilution Price in effect immediately prior to the issuance, sale, distribution or granting of such Options, then, for the purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all the total maximum amount of the Convertible Securities issuable upon the exercise of all such OptionsOptions shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted determined in good faith by the Board of Directors of the Company, provided however that if the Holder shall disagree with such that determination or the Aggregate Warrant Exercise Price determination made by the Board of Directors under paragraphs (e) or (g) below, Holder shall remain unchangedhave the right to bring the matter to arbitration under the rules of the American Arbitration Association for an expedited arbitration and the judgment of the arbitrator shall be final and determining and unappealable.
Appears in 1 contract
Issuance of Options. If the Ifthe Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the ofthe total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, Company shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Company in payment for such Options (determined in accordance with Section 8.6(a) hereof) shall be less than the Current Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the number of Warrant Shares thereafter purchasable upon exercise of the Warrants shall be adjusted as provided in this paragraph and in Section 5.4(d)8.2 hereof on the basis that (a) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock Additional Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this Section 8.3, and (b) the aggregate consideration for such maximum number of Additional Shares shall be (subject to Section 8.5 hereof) the consideration received by the Company for the issuance or sale (or the date of execution of such agreement Additional Shares pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.48.3, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration shall take a record of the holders of its Shares for the granting purpose of entitling them to receive any such Options, (ii) the date on which the Company shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Company shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company Warrant Shares purchasable upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Warrants shall be made under this Section 8.3 upon the issuance or sale of all such any Options to subscribe for or purchase any Additional Shares or any Convertible Securities and or upon the conversion subsequent issue or exchange sale of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable Additional Shares upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such Additional Shares, as a distribution or a dividend which is distributed or declared and paid in accordance with Section 9.2 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Company, as a unit, shall be made upon treated for the actual purpose of this Section 8 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Samples: Warrant Agreement (Grubb & Ellis Co)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, Company shall issue or sell sell, or enter into shall fix a record date for the determination of holders of any agreement class of securities entitled to grantreceive, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right rights to convert or exchange any Convertible Securities issuable upon the exercise of such Options purchase thereunder are immediately exercisable, and the price per share consideration received by the Company in payment for such Options (determined as provided in this paragraph and in Section 5.4(d)accordance with SECTION 6.06(A) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is hereof) shall be less than the Applicable PriceCurrent Market Price in effect on the date of and immediately prior to such issuance, sale or fixing of a record date, then the total maximum number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in SECTION 6.02 hereof on the basis that (a) the maximum number of Additional Shares of Common WARRANT AGREEMENT Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of pursuant to all such Options shall be deemed to have been issued as of (and, accordingly, the date as of which the grantingCurrent Market Price shall be computed shall be) the computation date specified in the next succeeding sentence of this SECTION 6.03, and (b) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be (subject to SECTION 6.05 hereof) the consideration received by the Company for the issuance or sale (or the date of execution of such agreement Additional Shares of Common Stock pursuant to grant, issue or sell, as applicable) the terms of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal or pursuant to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for terms of such Convertible Securities. For purposes of this Section 5.4SECTION 6.03, the computation date for clause (a) above shall be the earlier of (xi) the total amount, if any, received or receivable by date on which the Company as consideration shall take a record of the holders of its Common Stock for the granting purpose of entitling them to receive any such Options, (ii) the date on which the Company shall enter into a firm contract for the issuance or sale of all such Options and (iii) the date on which the Company shall issue or sell such Options, plus (y) . No further adjustment of the minimum aggregate amount number of additional consideration payable to the Company upon the exercise shares of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company Common Stock comprising a Stock Unit shall be made under this SECTION 6.03 upon the issuance or sale of all such Convertible Securities and the conversion any Options to subscribe for or exchange of all such Convertible Securities, by (B) the total maximum number of shares purchase any Additional Shares of Common Stock issuable or any Convertible Securities or upon the subsequent issue or sale of Additional Shares of Common Stock upon the exercise of all such Options Options, if any such adjustment shall previously have been made upon the issuance or sale of such Option or upon the conversion setting of a record date therefor, or exchange upon any deemed issuance or sale of all Convertible Securities issuable upon such Additional Shares of Common Stock, as a distribution or a dividend which is distributed or declared and paid in accordance with SECTION 7.02 hereof. Notwithstanding the exercise foregoing, any issuance of all such Options. Except as otherwise provided in Section 5.4(c), no further adjustment an Option which is issued together with a debt security of the Exercise Price Company, as a unit, shall be made upon treated for the actual purpose of this SECTION 6 as the issuance of Common Stock or of a Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurity.
Appears in 1 contract
Samples: Warrant Agreement (Nuco2 Inc /Fl)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4.4(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44.1), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44.4(e)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4.4(c), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: 1.5 Lien Note Warrant Agreement (Exco Resources Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grantgrants, issue issues or sell or enter into sells any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable PriceCurrent Market Price per share of Common Stock immediately prior to the time of the granting, issuance or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Company at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for such price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a “price per share equal to the quotient obtained for which Common Stock is issuable” shall be determined by dividing (Ax) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company as consideration for the granting granting, issuance or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), 3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all thereof (such Convertible Securitiessum, the “Aggregate Option Consideration”), by (By) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common Stock actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of Securities. In the event any such Options. Simultaneously with any adjustment Options are terminated or expire without exercise, then the Exercise Price shall be adjusted such that it is equal to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted that would have been in effect if such that the Aggregate Warrant Exercise Price shall remain unchangedterminated or expired Options had not been issued.
Appears in 1 contract
Samples: Warrant Agreement (Photronics Inc)
Issuance of Options. If In the event the Company shall, at any time ------------------- or from time to time after the Closing Datetime, issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock, other than the convertible preferred stock issuable in an Excluded Issuancethe recapitalization concurrently with the issuance of the Warrants as contemplated in the Registration Statement (any such rights, warrants or options being called "Options" (the term "Options" shall also include without limitation any rights ("Rights") grantto purchase Common Stock and each other security for which such rights are at any time exercisable issued pursuant to the Rights Agreement between the Company and the Rights Agent designated in that Rights Agreement approved by the Board of Directors of the Company on January 13, issue 1992, as amended from time to time) and any such convertible or sell exchangeable stock or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Optionssecurities being called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as - consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of -- Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options) is less than the current market price per share of Common Stock on the date of the issuance, sale, distribution or granting of such Options then, for purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of the total maximum amount of the Convertible Securities issuable upon the exercise of all such Options shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Purchase Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Optionsoptions. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted such that determined in good faith by the Aggregate Warrant Exercise Price shall remain unchangedBoard of Directors of the Company.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, Corporation in any manner (other than in an Excluded Issuance) grantissues or grants any warrants, issue rights or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Optionsoptions, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, to subscribe for or to purchase Common Stock or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as “Options”) and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon (and the price of any conversion or exchange of Convertible Securities issuable upon the exercise of such Options Common Stock Equivalents, if applicable) is less than the Applicable PriceConversion Price (in effect on the Measurement Date of such Options) (“Below Conversion Price Options”), then the maximum total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Below Conversion Price Options or upon the (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Conversion Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Below Conversion Price Options” is determined by dividing (i) the minimum aggregate amount of consideration, if any, payable to the Corporation upon the exercise of all Convertible Securities such Below Conversion Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise of such Below Conversion Price Options, the minimum aggregate amount of consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such OptionsBelow Conversion Price Options (assuming full conversion of Common Stock Equivalents, if applicable). Except as otherwise provided in Section 5.4(c), no No further adjustment of to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Below Conversion Price Options or upon the actual issuance of Common Stock upon exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Below Conversion Price Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Securities Purchase Agreement (RXi Pharmaceuticals Corp)
Issuance of Options. If the Company shall, at any time issues or from time to time after the Closing Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) sells any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon (and the price of any conversion or exchange of Convertible Securities issuable upon the exercise of such Options Securities, if applicable) is less than the Applicable PriceExercise Price in effect on the date of issuance or sale of such Options (such date being deemed the Exercise Date for purposes hereof), then the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon conversion (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the total maximum amount date of Convertible Securities the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options Options” shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Convertible Securities and issuable upon the conversion exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange of all thereof (determined in accordance with the calculation method set forth in Section 4(d)(ii)(B) below) at the time such Convertible SecuritiesSecurities first become convertible, exercisable or exchangeable, by (By) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion (assuming full conversion, exercise or exchange of all Convertible Securities issuable upon the exercise of all such OptionsSecurities, if applicable). Except as otherwise provided in Section 5.4(c), no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Options or upon the actual issuance of Common Stock upon conversion conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the Warrants pursuant this Section 5.4(a), basis of delivery of only the number of Warrant Shares issuable upon exercise shares of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedCommon Stock actually delivered.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell grant (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph Section 4.3.1 and in Section 5.4(d)4.3.5) for which Common Stock is Ordinary Shares are issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceOriginal Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock Ordinary Shares issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) granting of such Options (and thereafter shall be deemed to be outstanding issued for purposes of adjusting the Exercise Price number of Warrant Shares under this Section 5.44.1), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44.1) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock Ordinary Shares issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c)4.3.3, no further adjustment of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of Common Stock Ordinary Shares or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock Ordinary Shares upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Warrant Agreement (Tritium DCFC LTD)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Effective Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly directly, through a subsidiary of the Company or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d5.3(e)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceFair Market Value of a share of Common Stock immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the number of Warrant Exercise Price Shares under this Section 5.45.1), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.45.1) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c5.3(c), no further adjustment of the number of Warrant Exercise Price Shares shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities or Common Stock issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d4(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible SecuritiesSecurities into Common Stock, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock other than in an Excluded Issuance) grantthe Warrants (any such rights, issue warrants or sell options being herein called "Options" and any such convertible or enter into any agreement to grant, issue exchangeable stock or sell (whether directly or by assumption in a merger or otherwise) any Optionssecurities being herein called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any Convertible such convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Options to acquire Convertible Securities and Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options) shall be less than the greater of the Exercise Price or the Market Dilution Price in effect immediately prior to the issuance, sale, distribution or granting of such Options, then, for the purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all the total maximum amount of the Convertible Securities issuable upon the exercise of all such OptionsOptions shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted determined in good faith by the Board of Directors of the Company, provided however that if the Holder shall disagree with such that determination or the Aggregate Warrant Exercise Price determination made by the Board of Directors under paragraphs (e) or (g) below, Holder shall remain unchangedhave the right to bring the matter to arbitration under the rules of the American Arbitration Association for an expedited arbitration and the judgment of the arbitrator shall be final and determining and unappealable.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Grant Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d3.3(d)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.43.3(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.43.3(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c3.3(d)(iii), no further adjustment of the Exercise Price of Warrant Shares shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Note Purchase Agreement (Property Solutions Acquisition Corp.)
Issuance of Options. If In the Company event the Issuer shall, at any time or from time to time after the Closing Datedate hereof, issue, sell, distribute or otherwise grant in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or including by assumption in a merger or otherwiseassumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (any such rights, warrants or options being herein called "Options" and any such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Options or the right rights to convert or exchange any such Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for at which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such Options is less than the Applicable Price, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total aggregate amount, if any, received or receivable by the Company Issuer as consideration for the issuance, sale, distribution or granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration consideration, if any, payable to the Company Issuer upon the exercise of all such Options, plus (z)plus, in the case of such Options which relate to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, sale, distribution or granting of such Options, then, for the purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all the total maximum amount of the Convertible Securities issuable upon the exercise of all such OptionsOptions shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration such price per share, determined as provided above, therefor. Except as otherwise provided in Section 5.4(c)paragraphs (j) and (k) below, no further additional adjustment of the Exercise Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. Simultaneously If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with any adjustment to the Exercise Price certainty as of the Warrants pursuant this Section 5.4(a)date of the required adjustment, the number of Warrant Shares issuable upon exercise of each outstanding Warrant such numbers and amounts shall be proportionately adjusted such that determined in good faith by the Aggregate Warrant Exercise Price shall remain unchangedBoard of Directors of the Issuer.
Appears in 1 contract
Issuance of Options. If the Company shallissues or sells any rights, at warrants or options to subscribe for, purchase or receive Common Stock or Convertible Securities (as defined below) (any time or from time to time after of the Closing Dateforegoing, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any “Options”), whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options or upon (and the price of any conversion or exchange of Convertible Securities issuable upon the exercise of such Options Securities, if applicable) is less than the Applicable PriceExercise Price in effect on the date of issuance or sale of such Options, then the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon conversion (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the total maximum amount date of Convertible Securities the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options Options” shall be deemed to have been issued as of the date of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.4), at a price per share equal to the quotient obtained determined by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting issuance or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale exercise of all such Options, plus, in the case of Convertible Securities and issuable upon the conversion exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange of all thereof (determined in accordance with the calculation method set forth in Section 6(c)(ii)(B)) at the time such Convertible SecuritiesSecurities first become convertible, exercisable or exchangeable, by (By) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion (assuming full conversion, exercise or exchange of all Convertible Securities issuable upon the exercise of all such OptionsSecurities, if applicable). Except as otherwise provided in Section 5.4(c), no No further adjustment of to the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Options or upon the actual issuance of Common Stock upon conversion conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the Warrants pursuant this Section 5.4(a), basis of delivery of only the number of Warrant Shares issuable upon exercise shares of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedCommon Stock actually delivered.
Appears in 1 contract
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner grants, issues or sells (other than in an Excluded Issuance) grant, issue or sell or enter enters into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwisesell) any rights, warrants or options to subscribe for or purchase shares of preferred stock and/or Common Stock or Common Stock Equivalents (“Options, whether or not such Options or ”) and the right to convert or exchange lowest price per share for which one share of Common Stock is at any Convertible Securities time issuable upon the exercise of any such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Option or upon the conversion conversion, exercise or exchange of Convertible Securities any Common Stock Equivalents issuable upon the exercise of any such Options Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then the total maximum number of shares such share of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as and sold by the Company at the time of the date of the grantinggrant, issuance or sale (or the date time of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding Option for purposes of adjusting the Exercise Price under this Section 5.4), at a such price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for share. For purposes of this Section 5.43(b)(i), the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the total amount, sum of the lowest amounts of consideration (if any, ) received or receivable by the Company as consideration for with respect to any one share of Common Stock upon the granting granting, issuance or sale (or pursuant to the agreement to grant, issue or sell, as applicable) of all such OptionsOption, plus upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalents issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the minimum aggregate amount lowest exercise price set forth in such Option for which one share of additional consideration payable to the Company Common Stock is issuable (or may become issuable assuming all possible market 9 conditions) upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all any such Options or upon the conversion conversion, exercise or exchange of all Convertible Securities any Common Stock Equivalents issuable upon the exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such OptionsOption (or any other Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Common Stock Equivalent issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as otherwise provided in Section 5.4(c)contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of Convertible Securities such Common Stock Equivalents upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedCommon Stock Equivalents.
Appears in 1 contract
Samples: Warrant Agreement (Ontrak, Inc.)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Date, in any manner grants, issues or sells any Options (other than in an Excluded Issuanceany Options permitted by Section 5,2(b)) grant, issue or sell or enter into any agreement to grant, issue or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)) for which Common Stock is issuable upon the exercise of such Options Options, or upon the conversion or exchange of any Convertible Securities issuable upon the exercise of such Options Options, is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting, issuance or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued as of and sold by the date Company at the time of the granting, issuance or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for such price per share. For purposes of adjusting this paragraph, the Exercise Price under this Section 5.4), at a “price per share equal to the quotient obtained for which Common Stock is issuable” shall be determined by dividing (Ai) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.4) of (x1) the total amount, if any, received or receivable by the Company as consideration for the granting granting, issuance or sale of all such Options, plus (y2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), 3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securitiesthereof, by (Bii) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c), no No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or when Common Stock actually issued upon the actual issuance exercise of Common Stock upon such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchangedSecurities.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Xstream Systems Inc)
Issuance of Options. If the Company shall, at any time or from time to time after the Closing Original Issue Date, in any manner (other than in an Excluded Issuance) grant, issue or sell or enter into any agreement to grant, issue grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 5.4(d)4(d)(v) ) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Applicable PriceExercise Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of the granting, issuance granting or sale (or the date of execution of such agreement to grant, issue or sell, as applicable) of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under this Section 5.44(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of this Section 5.44(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section 5.4(c4(d)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options. Simultaneously with any adjustment to the Exercise Price of the Warrants pursuant this Section 5.4(a), the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionately adjusted such that the Aggregate Warrant Exercise Price shall remain unchanged.
Appears in 1 contract
Samples: Series a Convertible Preferred Shares Purchase Agreement (1347 Property Insurance Holdings, Inc.)
