Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 8 contracts
Samples: Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare for purposes of this Section 4. For purposes of the preceding sentence, the "“price per share for which Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 7 contracts
Samples: Warrant Agreement (Kana Software Inc), Warrant Agreement (Kana Software Inc), Warrant Agreement (Kana Software Inc)
Issuance of Rights or Options. If In case at any time after the Corporation date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (), whether or not such warrants, rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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 are issuable upon the exercise of such Options" is rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such rights or options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Options (assuming full Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible SecuritiesSecurities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, if applicable)with the effect on the Exercise Price specified in Section 3.2(a) hereof. No Except as provided in Section 3.2(b) hereof, no further adjustment to 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 rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 6 contracts
Samples: Warrant Agreement (Coastal Corp), Warrant Agreement (Intelect Communications Inc), Warrant Agreement (Intelect Communications Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Option or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Options shall, as of the date of the issuance or grant of such Options, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of all such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 6 contracts
Samples: Warrant Agreement (Hi Rise Recycling Systems Inc), Warrant Agreement (General Electric Capital Corp), Warrant Agreement (Hi Rise Recycling Systems Inc)
Issuance of Rights or Options. If In case at any time after the Corporation date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors, or employees of the acquired entity in conjunction therewith), whether or not such rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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 are issuable upon the exercise of such Options" is rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such rights or options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.rights or options) shall be less than the Conversion Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Conversion Price specified in Section 5.2.1
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Industrial Holdings Inc), Note Purchase Agreement (Black Warrior Wireline Corp), Purchase and Sale Agreement (Industrial Holdings Inc)
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Market Price in effect on of the date of issuance or grant Common Stock determined as of such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Bet Associates Lp), Securities Purchase Agreement (United Shipping & Technology Inc), Stock Purchase Agreement (Velocity Express Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase (including, without limitation, the issuance of any notes or other debt instruments convertible into or payable in) Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options")other than a Permitted Issuance, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on the date of immediately prior to such issuance or grant of such Optionssale, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable for Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 5 contracts
Samples: Shareholders Agreement (Moore Robert W/Nv), Security Agreement (Chadmoore Wireless Group Inc), Investment Agreement (Recovery Equity Investors Ii Lp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, 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 and sold by the Company at such time for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 4 contracts
Samples: Warrant Agreement (United Shipping & Technology Inc), Stock Purchase Warrant (United Shipping & Technology Inc), Warrant Agreement (United Shipping & Technology Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, (other than the Purchase Rights covered by Section 3 hereof or a Permitted Issuance) to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price Fair Market Value per share of the Common Stock in effect on the earlier of (x) the announcement of such grant and (y) the date of issuance or grant of such Optionsgrant, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Covol Technologies Inc), Securities Purchase Agreement (Covol Technologies Inc), Securities Purchase Agreement (Covol Technologies Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Antidilution Strike Price in effect on effective immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is will be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus plus, in the case of Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of such Options. Except as otherwise provided in paragraphs (c) and (d) below, no adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Jw Charles Financial Services Inc/Fl), Warrant Agreement (Wilmington Trust Corp), Common Stock Purchase Warrant (Jw Charles Financial Services Inc/Fl)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 4 contracts
Samples: Warrant Agreement (Usani LLC), Warrant Agreement (Usani LLC), Bridge Loan Warrant Agreement (Styleclick Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is Shares are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Shares issuable upon the exercise of all such Options shallOptions, as or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is Shares are issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of Common Shares issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 4 contracts
Samples: Warrant Agreement (Prime Group Realty Trust), Warrant Agreement (Prime Group Realty Trust), Warrant Agreement (Prime Group Realty Trust)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsOptions ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 3 contracts
Samples: Warrant Agreement (Robotic Vision Systems Inc), Placement Agency Agreement (Fastcomm Communications Corp), Incentive Stock Purchase Warrant (Fastcomm Communications Corp)
Issuance of Rights or Options. If In case at any time the Corporation Company shall in any ----------------------------- manner issues or grants grant any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being hereinafter called "Convertible Securities") (), whether or not such warrants, rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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" rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the current market price determined as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share. For the purposes of calculations under this clause (i), the price per share for which Common Stock is issuable upon the exercise of any such rights or options or upon conversion or exchange of any such Convertible Securities shall be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting of such rights or granting options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Optionsrights or options, plus plus, in the case of such rights or options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issue or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Options Convertible Securities issuable upon the exercise of such rights or options. Except as provided in clause (assuming full conversion iii) of Convertible Securitiesthis subsection (c), if applicable). No no further adjustment to the adjustments of any Exercise Price shall be made upon the actual issuance issue of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Stock upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 3 contracts
Samples: Warrant Agreement (Impleo LLC), Warrant Agreement (Bcam International Inc), Financing Agreement (Wahlco Environmental Systems Inc)
Issuance of Rights or Options. If In case at any time the Corporation Company shall in any ----------------------------- manner issues grant (directly and not by assumption in a merger or grants otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Shares or any stock or security convertible into or exchangeable for Common Stock ("Convertible Securities") Shares (such warrants, rights or options being called “Options” and options such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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 Shares are issuable upon the exercise of such Options" is Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of 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 that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issue or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock Shares issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options, without taking into account potential anti-dilution adjustments) shall be less than the Per Share Anti-Dilution Price in effect immediately prior to the issuance of such Options, then the total number of Common Shares issuable upon the exercise of such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Per Share Anti-Dilution Price. Except as otherwise provided in Section 2.2(b)(iii), no adjustment of the Per Share Anti-Dilution Price shall be made upon the actual issue of such Common Shares or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.
Appears in 3 contracts
Samples: Purchase Warrant for Common Shares (Ontrak, Inc.), Purchase Warrant for Common Shares (Catasys, Inc.), Purchase Warrant for Common Shares (CAPSTONE TURBINE Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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" , or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Adjustment Multiplier, 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 and sold by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this paragraph, 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 Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 3 contracts
Samples: Warrant Agreement (SoftBrands, Inc.), Warrant Agreement (Abry Mezzanine Partners Lp), Warrant Agreement (SoftBrands, Inc.)
Issuance of Rights or Options. If the Corporation Company grants in any ----------------------------- manner issues or grants any warrants, rights or options, whether options (other than Purchase Rights or not immediately exercisable, a Permitted Issuance) to subscribe for or to purchase Common Stock, Membership Interests or other any securities convertible into or exchangeable for Common Stock Membership Interests (such rights or options being herein called "Options" and such convertible or exchangeable securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share unit for which Common Stock is Membership Interests are issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price Fair Market Value of the Common Membership Interests in effect on the date of issuance or grant of such OptionsOptions are granted, then the total maximum total number of shares units of Common Stock Membership Interests issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareunit. For purposes of the preceding sentencethis paragraph, the "price per share unit for which Common Stock is Membership Interests are issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of units of Common Membership Interests issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock Membership Interests or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Membership Interests upon conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 3 contracts
Samples: Warrant Agreement (Sleepmaster LLC), Warrant Agreement (Sleepmaster LLC), Warrant Agreement (Lower Road Associates LLC)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 3 contracts
Samples: Warrant Agreement (Microvision Inc), Warrant Agreement (Netplex Group Inc), Warrant Agreement (Netplex Group Inc)
Issuance of Rights or Options. If the Corporation Corporation, at any time or from time to time after the Date of Issuance, in any ----------------------------- manner issues grants or grants sells (whether directly or by assumption in a merger or otherwise) any warrants, rights or 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 other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price (determined as provided in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding this paragraph 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 in Section 9(c)(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 Conversion 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 by the Corporation at the time of the granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price under Section 9(a)), at a price per share equal to the quotient determined by dividing (i) the sum (which sum shall constitute the applicable consideration received for purposes of Section 9(a)) of (x) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the 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 Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time of all such Convertible Securities first become convertible or exchangeableSecurities, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full or upon the conversion or exchange of all Convertible SecuritiesSecurities issuable upon the exercise of all such Options. Except as otherwise provided in Section 9(c)(3), if applicable). No no further adjustment to of the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 3 contracts
Samples: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.), Investment Agreement (RTI Biologics, Inc.)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 3 contracts
Samples: Security Agreement (Cardiogenesis Corp /Ca), Security Agreement (Cardiogenesis Corp /Ca), Securities Purchase Agreement (Lasersight Inc /De)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Warrant Agreement (Internet Sports Network Inc), Warrant Agreement (Sportsline Usa Inc)
Issuance of Rights or Options. If the Corporation Company shall, at any time after the date hereof, in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights or options being called “Options” and options such convertible or exchangeable stock or securities being called “Convertible Securities”), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Optionsimmediately exercisable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such 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 "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 2 contracts
Samples: Warrant Agreement (Incentra Solutions, Inc.), Warrant Agreement (Incentra Solutions, Inc.)
Issuance of Rights or Options. If For purposes of determining the Corporation adjusted Warrant Price under Section 4(f)(i) hereof, if the Company in any ----------------------------- manner issues grants or grants sells any warrantsrights, rights warrants or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Convertible Securities (as defined below) or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as the "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options (or upon conversion or exchange of any stock or securities (directly or indirectly) convertible or exercisable into or exchangeable for Common Stock (the "Convertible Securities") issuable upon exercise of such Options) is less than the then applicable Exercise greater of (x) the Adjusted Fair Market Value of the Common Stock determined as of the time of the granting or sale of such Options or (y) the Warrant Price in effect on the date of issuance or grant of immediately prior to such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as (or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total minimum amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the aggregate minimum amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock at any time upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable at any time upon the exercise of such Options. No further adjustment of the Warrant Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Warrant Agreement (Cardiac Science Inc), Warrant Agreement (Pearl Frank H)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner --------------------------------- issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Equivalents (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities Common Stock Equivalents are hereinafter referred to as "Options"), ) and the ------- effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), ------------------------ then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(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 Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Common Stock Equivalents first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCommon Stock Equivalents, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Below Base Price Options.
Appears in 2 contracts
Samples: Securities Agreement (Network Installation Corp), Securities Agreement (Network Installation Corp)
Issuance of Rights or Options. If the Corporation company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise Price in effect immediately prior to the time of the granting the 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 ben issued and sold by the Company at such time for such price per share. For purposes of this paragraph, the "PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON EXERCISE OF SUCH OPTIONS OR UPON CONVERSION OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES" is determined by dividing (xA) the result of (i) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of all such Options, plus (ii) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Option, plus (iii) in the case of such Options which are exercisable into Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversation or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Lifecell Corp), Securities Purchase Agreement (Lifecell Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Conversion 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. Notwithstanding the foregoing, there shall be no adjustment pursuant to this paragraph (i) with respect to grants of options to employees pursuant to employee benefit plans as in effect on the Closing Date hereof.
Appears in 2 contracts
Samples: Subordinated Note Purchase Agreement (Travis Boats & Motors Inc), Convertible Subordinated Promissory Note (Travis Boats & Motors Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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" , or upon conversion or exchange of any Common Stock Equivalents issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, 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 Common Stock Equivalents issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, 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 Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Common Stock Equivalents, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise issuance or sale of such Options, the minimum aggregate amount of additional consideration payable upon Common Stock Equivalents and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities all such Common Stock Equivalents issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Common Stock Equivalents are actually issued upon the exercise of such Options or when shares of Common Stock are actually issued upon the exercise of such Options or the conversion or exchange of such Common Stock Equivalents.
Appears in 2 contracts
Samples: Series a Convertible Participating Preferred Stock and Warrant Purchase Agreement (Navtech Inc), Series a Convertible Participating Preferred Stock and Warrant Purchase Agreement (Navtech Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if a liable will as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Us Data Authority Inc), Securities Purchase Agreement (Ab Financial Services LLC)
Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") and (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 4.4(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Blue Rhino Corp), Series a Securities Purchase Agreement (Blue Rhino Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. For the purposes of this Section 2.6(a), 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 and sold by the Company at the time of the granting or sale of such Options for such price per share. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Investor Rights Agreement (Novavax Inc), Investor Rights Agreement (King Pharmaceuticals Inc)
Issuance of Rights or Options. If In case at any time after the Corporation date hereof the Company shall in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other any options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such other than warrants, options or convertible securities issued as consideration for or assumed in conjunction with an acquisition or to officers, directors or employees of the acquired entity in conjunction therewith), whether or not such rights and or options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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 are issuable upon the exercise of such Options" is rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Optionsrights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Optionsrights or options, or plus, in the case of such rights or options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.rights or options) shall be less than the Exercise Price in effect as of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be outstanding as of the date of the granting of such rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section 3.2.1
Appears in 2 contracts
Samples: Reimbursement Agreement (Industrial Holdings Inc), Reimbursement Agreement (Industrial Holdings Inc)
Issuance of Rights or Options. If the Corporation Borrower in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Borrower 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" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Infonautics Inc), Securities Purchase Agreement (Infonautics Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Convertible Promissory Note (Sportsline Usa Inc), Convertible Promissory Note (Internet Sports Network Inc)
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion 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.
Appears in 2 contracts
Samples: Purchase Agreement (Centennial Communications Corp), Purchase Agreement (Centennial Communications Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner (except in replacement of or exchange for warrants, rights or options of a target company in a merger or acquisition) issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 2 contracts
Samples: Stock Purchase Warrant (T Netix Inc), Stock Purchase Warrant (T Netix Inc)
Issuance of Rights or Options. If In case at any time the Corporation Company shall in any ----------------------------- manner issues grant (directly and not by assumption in a merger or grants otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights or options being called “Options” and options such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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" is Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus (y) the aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the minimum case of such Options that relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issue or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Exercise Price per Warrant Share on an as-converted to Common Stock basis in effect immediately prior to the time of the granting of such Options, then the total number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise provided in paragraph (e)(ii)(3), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. For the avoidance of doubt, the term “Convertible Securities” shall not include the Series B Preferred Stock.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Base Price in effect on determined as of immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis Section, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Price will 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.
Appears in 2 contracts
Samples: Master Agreement (Chaparral Resources Inc), Stock Purchase Warrant (Chaparral Resources Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than either the then applicable Market Price or the Exercise Price in effect on the date of issuance or grant of such OptionsMeasurement Date ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall Price(s) will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options. If, in any case, the total number of shares of Common Stock issuable upon exercise of any Below Market Options or upon exercise, conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such option or to exercise, convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Below Market Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share Unit for which Common Stock is Units are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Current Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per shareUnit. For purposes of the preceding sentencethis paragraph, the "price per share Unit for which Common Stock is issuable upon the exercise of such OptionsUnits are issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Units are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Comple Tel LLC)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights right or options, whether or not immediately exercisable, option to subscribe for or to purchase Common Stock, Shares or any other securities convertible into or exchangeable for Common Stock Shares (such right or option being herein called an "Option" and such convertible or exchangeable securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock Shares are issuable upon the exercise of all such Options shall, as Option or upon conversion or exchange of such Convertible Securities is less than the Current Market Value per Common Share in effect immediately prior to the time of the date granting of such Option, then the total maximum number of Common Shares issuable upon the exercise of such Option or upon conversion or exchange of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon exercise of such Option will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share Share for which Common Stock is issuable upon the exercise of such OptionsShares are issuable" is will be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such OptionsOption, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of such Option, plus in the case of an Option which relates to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (ii) the total maximum number of Common Shares issuable upon the exercise of the Option or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable)Option. No further adjustment to of the Exercise Price shall Warrant Number will be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options Option or when Common Shares are actually issued upon the exercise of such Option or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
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Issuance of Rights or Options. If and whenever on or after the Corporation original date of issuance of this $10.25 Warrant the Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on at the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xI) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yII) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Purchase Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Warrant Agreement (Gabriel Communications Inc /De/)
Issuance of Rights or Options. If the Corporation Company, at any time after the date hereof, in any ----------------------------- manner issues or manner, grants any warrantsOptions or Convertible Securities, rights or optionsin each case for consideration per share of Common Stock issuable in respect thereof (determined as provided in this paragraph and in Section 7(a)(vi)) less than the Exercise Price then in effect, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock Options or Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance convertible, or grant of such Optionsexchangeable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such 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 "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such of Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 7(a)(v), no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
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Issuance of Rights or Options. If and whenever on or after the Corporation original date of issuance of this $6.00 Warrant the Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on at the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xI) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, plus in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yII) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Purchase Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Warrant Agreement (Gabriel Communications Inc /De/)
Issuance of Rights or Options. If the Corporation Holdings LLC in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share Unit for which Common Stock is Units are issuable upon ------- the exercise of such Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then for purposes of adjusting the Conversion Price the total maximum number of Common Units issuable upon the exercise of such Options is less than or upon conversion or exchange of the then applicable Exercise Price in effect on the date of issuance or grant total maximum amount of such Options, then the maximum total number of shares of Common Stock Convertible Securities issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, shall be deemed to be outstanding and to have been issued and sold by Holdings LLC at the Corporation time of the granting or sale of such Options for such price per shareUnit. For purposes of the preceding sentencethis paragraph, the "“price per share Unit for which Common Stock is issuable upon the exercise of such Options" is Units are issuable” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Holdings LLC as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to Holdings LLC upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Holdings LLC upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Units are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Solo Brands, Inc.)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Base Price in effect on determined as of immediately prior to the date time of issuance or grant the granting of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis Section, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing by
(xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No adjustment of the Exercise Price will 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.
Appears in 1 contract
Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") and (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 4.3(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Series a Securities Purchase Agreement (Blue Rhino Corp)
Issuance of Rights or Options. If If, after the date hereof, the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such Securities")(such warrants, rights and options to ---------------------- purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is purchasable or -------- issuable upon ------- the exercise of such Options is less than the Conversion Price (as then applicable Exercise Price in effect effect) on the date of issuance or grant of such Option or direct stock grant ("Below Market Options"), then the maximum total number of -------------------- shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Securities Purchase Agreement (Webb Interactive Services Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Reference Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section 6.3, the "“price per share for which Common Stock is issuable upon the exercise of such Options" is issuable” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Exercise 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Measurement Date ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof (determined in accordance with the calculation method set forth in (b)(ii) below) at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options. If, in any case, the total number of shares of Common Stock issuable upon exercise of any Below Market Options or upon exercise, conversion or exchange of any Convertible Securities (including Convertible Securities contemplated by Section 4(b)(ii) below) is not, in fact, issued and the rights to exercise such Below Market Option or to exercise, convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Below Market Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.
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Issuance of Rights or Options. If the Corporation Company, at any time after the date hereof, in any ----------------------------- manner issues manner, grants (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities convertible into any Options or exchangeable for Common Stock ("Convertible Securities", in each case for consideration per share (determined as provided in this paragraph and in Section 7(a)(viii)) (less than the Exercise Price then in effect, whether or not such warrants, rights and options to purchase ---------------------- Common Stock Options or Convertible Securities are hereinafter referred to as "Options")immediately exercisable, and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance convertible, or grant of such Optionsexchangeable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such 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 "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation Company upon the exercise of all such Options, plus, in the case of such Options that relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such of Convertible Securities first become convertible or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 7(a)(vi), no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
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Issuance of Rights or Options. If ----------------------------- the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Equivalents (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities Common Stock Equivalents are hereinafter referred to as "Options"), ) and the ------- effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price ----------------- Options"), then the maximum total number of shares ------- of Common Stock issuable upon the exercise of all such Below Base Price Options shall(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 Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Common Stock Equivalents first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCommon Stock Equivalents, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Below Base Price Options.
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Issuance of Rights or Options. If For purposes of determining the Corporation adjusted Warrant Price under Section 4(f)(i) hereof, if the Company in any ----------------------------- manner issues grants or grants sells any warrantsrights, rights warrants or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, Convertible Securities (as defined below) or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "the “Options"”), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options (or upon conversion or exchange of any stock or securities (directly or indirectly) convertible or exercisable into or exchangeable for Common Stock (the “Convertible Securities”) issuable upon exercise of such Options) is less than the then applicable Exercise greater of (x) the Adjusted Fair Market Value of the Common Stock determined as of the time of the granting or sale of such Options or (y) the Warrant Price in effect on the date of issuance or grant of immediately prior to such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as (or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon the exercise of such Options" is issuable” shall be determined by dividing (xA) the total minimum amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the aggregate minimum amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock at any time upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable at any time upon the exercise of such Options. No further adjustment of the Warrant Price or the number of shares of Common Stock issuable hereunder shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
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Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
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Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner (other than in connection with the Undertaking) issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase (A) Common Stock, Stock or (B) any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on determined as of the date of issuance or grant of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as (or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Options" is Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance issuing or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon issuance or sale of such Convertible Securities and the conversion or exchange thereof by (y) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the exercise conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 1 contract
Samples: Warrant Agreement (Ladish Co Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Additional Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any convertible securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on the date of issuance immediately prior to such grant or grant of such Optionssale, then the total maximum total number of shares of Common Additional Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "“price per share for which Common Additional Stock is issuable upon the exercise of such Options" is issuable” shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Additional Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Additional Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compliance Systems Corp)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether options (other than the Purchase Rights covered by Section 3 hereof or not immediately exercisable, a Permitted Issuance) to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities"including, without limitation, convertible common stock) (such warrants, rights or options being herein called “Options” and options to purchase ---------------------- Common Stock such convertible or exchangeable stock or securities being herein called “Convertible Securities are hereinafter referred to as "Options"), Securities”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Fair Market Value per share of the Common Stock then applicable Exercise Price in effect on the date of issuance or grant of such Optionseffect, then the maximum total number of shares of Common Stock then issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total amount of such Options, Convertible Securities then issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "“price per share for which Common Stock is issuable upon the exercise of such Options" Options or upon conversion or exchange of such Convertible Securities” is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the aggregate amount of additional consideration then payable to the Company upon the exercise of all such Options, plus in the minimum case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, then payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total number of shares of Common Stock then issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 1 contract
Samples: Credit and Security Agreement (Franks Nursery & Crafts Inc)
Issuance of Rights or Options. If the Corporation Company shall, at any time after the date hereof, in any ----------------------------- manner issues grant (whether directly or grants by assumption in a merger or otherwise) any warrants, warrants or other rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stockpurchase, or other securities any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights or options being called "Options" and options such convertible or exchangeable stock or securities being called "CONVERTIBLE Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not such Options or the right to purchase ---------------------- Common Stock convert or exchange any such Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Optionsimmediately exercisable, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallOptions, or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon exercise of such Options, shall be deemed to have been issued as of the date of the issuance or grant granting of such 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 "at a price per share for which Common Stock is issuable upon equal to the exercise of such Options" is amount determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Corporation upon the exercise of all such Options, plus, in the case of such Options which relate to Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
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Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section 9(c)(1), the "“price per share for which Common Stock is issuable upon the exercise of such Options" is issuable” shall be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of all such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options assuming exercise as of the date of issuance of such Options, plus in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at assuming exercise as of the time date of issuance of such Convertible Securities first become convertible or exchangeableSecurities, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
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Issuance of Rights or Options. If If:
(A) the Corporation Company, during the Exercise Period, in any ----------------------------- manner issues or manner, hereafter grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for for, or to purchase purchase, shares of Common Stock, or other any securities convertible into or exchangeable for any shares of Common Stock in the Company (such rights or options referred to herein as "Options" and such convertible or exchangeable securities referred to herein as "Convertible Securities"); and
(B) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- unit of the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per sharelesser Price Per Unit. For the purposes of the preceding sentence, this clause (f) the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Unit" is determined by dividing dividing: (xX) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yY) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Exercise Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when shares of Common Stock are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Xechem International Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of (1) the Market Price and (2) the Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare for purposes of this Section 4. For purposes of the preceding sentence, the "“price per share for which Common Stock is issuable upon the exercise of such Options" ” is determined by dividing dividing
(xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights right or options, whether or not immediately exercisable, option to subscribe for or to purchase Common Stock, Shares or any other securities convertible into or exchangeable for Common Stock Shares ("such right or option being herein called an “Option” and such convertible or exchangeable securities being herein called “Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock Shares are issuable upon the exercise of all such Options shall, as Option or upon conversion or exchange of such Convertible Securities is less than the Current Market Value per Common Share in effect immediately prior to the time of the date granting of such Option, then the total maximum number of Common Shares issuable upon the exercise of such Option or upon conversion or exchange of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon exercise of such Option will be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "“price per share Share for which Common Stock is issuable upon the exercise of such Options" is Shares are issuable” will be determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such OptionsOption, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of such Option, plus in the case of an Option which relates to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (ii) the total maximum number of Common Shares issuable upon the exercise of the Option or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable)Option. No further adjustment to of the Exercise Price shall Warrant Number will be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options Option or when Common Shares are actually issued upon the exercise of such Option or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in ----------------------------- any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Equivalents (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities Common Stock Equivalents are hereinafter referred to as "Options"), ) and the ------- effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum total number of --------------------------- shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(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 Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Common Stock Equivalents first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCommon Stock Equivalents, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Below Base Price Options.
Appears in 1 contract
Samples: Securities Agreement (Elinear Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price of the Common Stock determined as of such time, 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 and sold by the Company at such time for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable into Convertible Securities. the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 1 contract
Samples: Warrant Agreement (United Shipping & Technology Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such CONVERTIBLE SECURITIES")(such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.such
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share Unit for which Common Stock is Units are issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price for any series of Preferred Units in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company at the time of the granting or sale of such Options for such price per shareUnit. For purposes of the preceding sentencethis paragraph, the "price per share Unit for which Common Stock is issuable upon the exercise of such OptionsUnits are issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock Units issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Units are actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Comple Tel LLC)
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable issuable, upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Securities Purchase Agreement (Grace Development Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Covol Technologies Inc)
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant ---------------------- or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common ------- Stock is issuable upon ------- the exercise of such Options is less than the then applicable greater of the Exercise Price in effect or the Market Price on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of -------------------- shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Securities Purchase Agreement (Online System Services Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options (“Below Market Options”), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Warrant Agreement (Microvision Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable effective Exercise Price in effect or the Market Price on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options, except as otherwise provided in subsections (iii) and (iv) hereof.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Tera Computer Co \Wa\)
Issuance of Rights or Options. If the Corporation XM in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common StockXM Shares, or other securities convertible into or exchangeable for Common Stock XM Shares ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock XM Shares or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is XM Shares are issuable upon ------- the exercise of such Options is less than the then applicable Exercise Closing Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock XM Shares that are issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation XM for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is XM Shares are issuable upon the exercise of such Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation XM as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation XM upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock XM Shares issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Exchange Price shall be made upon the actual issuance of such Common Stock XM Shares upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common StockStock or Convertible Securities ("Options") and the price per share for which Common Stock is issuable upon the exercise of such Options, or other upon conversion or exchange of any stock or securities (directly or indirectly) convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market 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 Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Floor Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Securities Purchase Agreement (Icc Technologies Inc)
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xa) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Komag Inc /De/)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Conversion 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, after the date of the closing of the Company's Series C Preferred Stock financing to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" is determined by dividing (x) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Samples: Warrant Agreement (Superconductor Technologies Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues issues, grants or grants sells (or otherwise becomes subject to) any warrants, rights or options, whether or not immediately exercisable, Options (including Options to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("acquire Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Price in effect on Fair Market Value of the date of issuance or grant Common Stock determined as of such Optionstime, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.
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Issuance of Rights or Options. If the Corporation Company in any ----------------------------- ------------------------------ manner issues or grants any warrants, rights or options, whether options (other than Purchase Rights covered by Section 4 hereof or not immediately exercisable, a Permitted Issuance) to subscribe for or to purchase Common Stock, Stock or any stock or other securities convertible into or exchangeable for Common Stock (including without limitation convertible common stock) (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Fair Market Value per share of the Common Stock then applicable Exercise Price in effect on the date of issuance or grant of such Optionseffect, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such OptionsOptions or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Common 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 OptionsSecurities.
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Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Dilutive Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the then applicable Exercise Conversion Price in effect on immediately prior to the date time of issuance the granting or grant sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of the date of the issuance or grant total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis Section, the "price per share for which Common Stock is issuable upon the exercise of such Optionsissuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
Issuance of Rights or Options. If the Corporation Company in any manner ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock including, without limitation, shares of Class B common stock ("Convertible Securities") ---------------------- (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share ------- for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the -------------------- maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
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Issuance of Rights or Options. If the Corporation Borrower in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Class A Common Stock, Stock or other securities convertible into or exchangeable for Class A Common Stock ("“Convertible Securities"”) (such warrants, rights and options to purchase ---------------------- Class A Common Stock or Convertible Securities are hereinafter referred to as "“Options"), ”) and the price per share for which Class A Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Option Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Class A Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Corporation Borrower for such price per share. For purposes of the preceding sentence, the "“price per share for which Class A Common Stock is issuable upon the exercise of such Options" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion exercise or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Class A Common Stock issuable upon the exercise of all such Options (assuming full conversion exercise of Convertible Securities, if applicable). No further adjustment to the Exercise Option Price shall will be made upon the actual issuance of such Class A Common Stock upon the exercise of such Options or upon the conversion exercise or exchange of Convertible Securities issuable upon exercise of such Options.
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Issuance of Rights or Options. If the Corporation in any ----------------------------- manner grants, issues or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock Options ("Convertible Securities"as hereafter defined) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is Ordinary Shares are issuable upon ------- on the exercise of such Options (or on the conversion or exchange of any Convertible Securities (as hereafter defined) issuable on the exercise of such Options) is less than the then applicable Exercise Price in effect on immediately prior to the date time of the grant, issuance or grant sale of such Options, then the total maximum total number of shares of Common Stock Ordinary Shares issuable upon on the exercise of all such Options shall, as (or on the conversion or exchange of the date total maximum amount of such Convertible Securities issuable on the issuance or grant exercise of such Options, ) will be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the "price per share for which Common Stock is Ordinary Shares are issuable upon the on exercise of such OptionsOptions or on the conversion or exchange of any Convertible Securities" is determined by dividing (xa) the total amount, if any, received or receivable by the Corporation as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation on the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon on the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (b) the total maximum number of shares of Ordinary Shares issuable on exercise of such Options or on the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon on the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall will be made upon on the actual issuance of such Common Stock upon Ordinary Shares or of such Convertible Securities on the exercise of such Options or upon on the actual issuance of Ordinary Shares as a result of the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.
Appears in 1 contract
Samples: Note Purchase and Loan Agreement (Seven Seas Petroleum Inc)
Issuance of Rights or Options. If (i) the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase shares of Common Stock, Stock or other any securities convertible into or exchangeable for shares of Common Stock (such rights or options referred to herein as "Options" and such convertible or exchangeable stock or securities referred to herein as "Convertible Securities") and (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and ii) the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number Per Share of shares of Common Stock issuable upon the exercise of all such Options shall, as or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the date of the issuance or grant granting of such Options, Options then the shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Corporation for such price per sharePrice Per Share. For the purposes of the preceding sentencethis Section 4.3(a), the "price per share for which Common Stock is issuable upon the exercise of such OptionsPrice Per Share" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options.. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such Options ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options. (ii) (iii) Issuance of Convertible Securities. (iv) (A) If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the Market Price in effect on the date of issuance of such Convertible Securities, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Convertible Securities.
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Issuance of Rights or Options. If the Corporation Company in any ----------------------------- -------------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Capital Shares or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Capital Shares Equivalents (such warrants, rights and options to purchase ---------------------- Common Stock Capital Shares or Convertible Securities Capital Shares Equivalents are hereinafter referred to as "Options"), ) and the ------- effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum total number of --------------------------- shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Capital Shares Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Capital Shares Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Capital Shares Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Capital Shares Equivalents first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCapital Shares Equivalents, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Capital Shares Equivalents issuable upon exercise of such Below Base Price Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or Director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price 5 42 per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Stock and Warrant Purchase and Investor Rights Agreement (Intel Corp)
Issuance of Rights or Options. If If, after the date hereof, the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") (such Securities")(such warrants, rights and options to ---------------------- purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is purchasable or ------- issuable upon ------- the exercise of such Options is less than the Conversion Price (as then applicable Exercise Price in effect effect) on the date of issuance or grant of such Option or direct stock grant ("Below Market Options"), then the maximum total number of shares of -------------------- Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market 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" Below Market Options is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Securities Purchase Agreement (Webb Interactive Services Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities") ), but not to include the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yB) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Samples: Warrant Agreement (Usani LLC)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Capital Shares Equivalent (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities Capital Shares Equivalent are hereinafter referred to as "Options"), ) and the effective price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(assuming full exercise, conversion or exchange of Capital Shares Equivalent, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Capital Shares Equivalent, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentencethis Section 11(b), the Consideration and the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Capital Shares Equivalent issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Capital Shares Equivalent first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCapital Shares Equivalent, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Capital Shares Equivalent issuable upon exercise of such Below Base Price Options.
Appears in 1 contract
Samples: Securities Agreement (Lmic Inc)
Issuance of Rights or Options. If the Corporation Company in ------------------------------ any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Equivalents (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities Common Stock Equivalents are hereinafter referred to as "Options"), ) and the effective price per share for which Common ------- Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such ("Below Base Price Options"), then the maximum ------------------------ total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options shall(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 Base Price Options, be deemed to be outstanding and to have been issued and sold by the Corporation Company for such price per shareshare and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Base Price Options, plus, in the case of Convertible Securities Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities Common Stock Equivalents first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Convertible SecuritiesCommon Stock Equivalents, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Convertible Securities Common Stock Equivalents issuable upon exercise of such Below Base Price Options.
Appears in 1 contract
Samples: Securities Agreement (Elinear Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues grants or grants sells any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), Options and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than the Market Price determined as of the date of such grant 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 and sold by the Company at such time for such price per share. For purposes of this Section 3(b)(i), the "price per share for which Common Stock is issuable upon exercise of such Options, or upon conversion or exchange of such Convertible Securities" is determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which are exercisable for the acquisition of Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to 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 OptionsSecurities.
Appears in 1 contract
Samples: Warrant Agreement (Imc Mortgage Co)
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrantswarrants (other than the Warrants issued pursuant to the Purchase Agreement), rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") Securities (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter collectively referred to in this Article VIII as "“Options"), ”) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Series C Conversion Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shallwill, as of the date of the issuance or grant of such 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" ” is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the exercise of all such Options, plus, in the case of Convertible Securities (as hereinafter defined) issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Series C Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible SecuritiesCONVERTIBLE SECURITIES") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "OptionsOPTIONS"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Market Price in effect on the date of issuance or grant of such OptionsMeasurement Date ("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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 Below Market Options" is determined by dividing (xi) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof (determined in accordance with the calculation method set forth in (b)(ii) below) at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues ---------------------------- grants or grants sells any warrantsrights, rights warrants or options, whether or not immediately exercisable, options to subscribe for or to purchase Common Stock, or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to (as defined below) ("Options"), ) and the price per share for which Common Stock is issuable upon ------- the exercise of such Options is less than the then applicable Exercise Price in effect on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as of the date of the issuance or grant of such 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, or upon conversion or exchange of any stock or securities directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") issuable upon exercise of such Options, is less than the Warrant 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 such Convertible Securities issuable upon the exercise of such Options 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 Options for such price per share. For purposes of this paragraph, the "price per share for which Common Stock is issuable" is shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance granting or granting sale of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeablethereof, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Warrant Price shall be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Warrant Agreement (Total Sports Inc)
Issuance of Rights or Options. If the Corporation Company in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock, Stock or other securities exercisable, convertible into or exchangeable for Common Stock ("Convertible Securities"), but not to include the grant or exercise of any ---------------------- stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future (so long as the issuance of such stock or options is approved by a committee of independent directors of the Company) (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is ------- issuable upon ------- the exercise of such Options is less than the then applicable Exercise Average Market Price in effect on the date of issuance or grant of such ("Below Market Options"), then the maximum total number -------------------- of shares of Common Stock issuable upon the exercise of all such Below Market Options shall(assuming full exercise, conversion or exchange of Convertible Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Corporation 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" Below Market Options is determined by dividing (xI) the total amount, if any, received or receivable by the Corporation Company as consideration for the issuance or granting of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation Company upon the exercise of all such Below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (yii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall will be made upon the actual issuance of such Common Stock upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of such Below Market Options.
Appears in 1 contract
Issuance of Rights or Options. If the Corporation in any ----------------------------- manner issues or grants any warrants, rights or options, whether or not immediately exercisable, options to subscribe for or to purchase (A) Common Stock, Stock or (B) any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities") (such warrants, rights and options to purchase ---------------------- Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for which Common Stock is issuable upon ------- the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the then applicable Exercise Market Price in effect on determined as of the date of issuance or grant of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options shall, as (or upon conversion or exchange of the date total maximum amount of such Convertible Securities issuable upon the issuance or grant exercise of such Options, ) shall 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 sentencethis paragraph, the "price per share for which Common Stock is issuable upon the exercise of such Options" is Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (xA) the total amount, if any, received or receivable by the Corporation as consideration for the issuance issuing or granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise 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 OptionsSecurities.
Appears in 1 contract
Samples: Warrant Issuance Agreement (Cornell Corrections Inc)
