Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 4 contracts
Samples: Warrant Agreement (Moses Robert K Jr), Warrant Agreement (Acr Group Inc), Warrant Agreement (Intelect Communications Systems LTD)
Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than (a) the Exercise Price in effect immediately prior to the time of the granting or sale of such Options or (b) the Market Price 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 upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Exercise Price in effect as shall be made upon the actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock 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 3.2.1Securities.
Appears in 3 contracts
Samples: Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights or options to subscribe for or to purchase, or 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 hereinafter called "Convertible Securities"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such 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 (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options. Except as provided in clause (iii) of this subsection (c), no further adjustments of any Exercise Price shall be less than made upon the Exercise Price in effect as actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or options or upon the actual issue of such Common Stock 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 3.2.1Securities.
Appears in 3 contracts
Samples: Warrant Agreement (Impleo LLC), Financing Agreement (Wahlco Environmental Systems Inc), Warrant Agreement (Bcam International Inc)
Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (issues or grants any warrants, rights or options, whether directly or by assumption in a merger or otherwise) any rights not immediately exercisable, to subscribe for or to purchasepurchase Common Stock, or any options for the purchase of, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities")) (such warrants, whether rights and options to purchase Common Stock or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisablehereinafter referred to as "Options"), and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options is less than the then applicable Exercise Price in effect on the date of issuance or options or upon conversion or exchange grant of such Convertible Securities (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 (ix) the total amount, if any, received or receivable by the Company Corporation as consideration for the issuance or granting of all such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of Convertible Securities issuable upon the exercise of such rights or options that relate to Convertible SecuritiesOptions, the minimum aggregate amount of additional consideration, if any, consideration payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereof at the time such Convertible Securities first become convertible or exchangeable, by (iiy) the maximum total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options 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 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 3.2.1Options.
Appears in 2 contracts
Samples: Warrant Agreement (Itc Deltacom Inc), Warrant Agreement (Itc Deltacom Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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") (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 or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1hereof. Except as provided in Section hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Industrial Holdings Inc), Purchase and Sale Agreement (Industrial Holdings Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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") (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 or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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. In case If at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than the Market Price in effect immediately prior to the time of the granting of 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 have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 8(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities. For the purposes of 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 (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1options.
Appears in 2 contracts
Samples: Warrant Agreement (Tokheim Corp), Warrant Agreement (Tokheim Corp)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, of Common Stock Shares or any stock or securities convertible into or exchangeable for Common Stock Shares (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such rights or options or less than the Market Price of the Common Shares determined as of the date of granting such rights or options, as the case may be, then the total maximum number of shares of Common Stock Shares 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 3.2.12(a). Except as provided in subparagraph (C), no further adjustment of the Exercise Price shall be made upon the actual issue of such Common Shares or of such Convertible Securities upon exercise of such rights or options or upon the actual issue of such Common Shares upon conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Exchange Agreement (Ramsay Health Care Inc), Management Agreement (Ramsay Health Care Inc)
Issuance of Rights or Options. In case If at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 95% of the Market Price in effect immediately prior to the time of the granting of 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 have been issued for such price per share, and the Exercise Price shall be adjusted in accordance with Section 7(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities. For the purposes of 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 (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1options.
Appears in 2 contracts
Samples: Series C Warrant Agreement (Metal Management Inc), Series B Warrant Agreement (Metal Management Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share (the "Option Price") for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price Fair Market Value in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) deemed to be outstanding and to have been issued on the date of such grant for such price the Option Price per share, with the effect on the Exercise Price specified . Except as otherwise provided in Section 3.2.15.3, no adjustment of the Warrant Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities.
Appears in 2 contracts
Samples: Warrant Agreement (Hauser Inc), Warrant Agreement (Zatpack Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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") (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 or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise 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 Exercise Price specified in Section 3.2.1to
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Industrial Holdings Inc), Purchase and Sale Agreement (Industrial Holdings Inc)
Issuance of Rights or Options. In case If the Corporation shall, at any time after the date hereof the Company shall Filing Date, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) less than the applicable Conversion Price then in effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, 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 granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the Conversion Price of a series of Preferred Stock shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance 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 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 3.2.1Securities.
Appears in 2 contracts
Samples: Loan and Security Agreement (908 Devices Inc.), Loan and Security Agreement (908 Devices Inc.)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security directly or indirectly convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"”), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options 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 Company as consideration for the granting of such rights or optionsOptions, plus (y) the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plusplus (z), in the case of such rights or options Options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise Price per Warrant Share on an as-converted to Common Stock basis in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareshare 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), with the effect on no adjustment of the Exercise Price specified in Section 3.2.1shall 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. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights (other than the Warrants) to subscribe for or to purchase, or 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 SecuritiesCONVERTIBLE SECURITIES"), ) whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined as provided below) shall be less than 100% of the Current Value 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, and the Exercise Price shall be adjusted in accordance with SECTION 6(b). Except as provided in CLAUSE (III) of this SUBSECTION, no further adjustments of any Exercise Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities. For the purposes of 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 (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1options.
Appears in 1 contract
Samples: Warrant Agreement (Training Devices International Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are or Class A Common Stock, as the case may be, is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereofthereto, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOption) shall be less than the Exercise Series C Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock of Class A Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph 4E(3), with no adjustment of the effect on Series C Conversion Price shall be made upon the Exercise Price specified in Section 3.2.1actual issue of such Common Stock or Class A Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (United Surgical Partners International Inc)
Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights Options, or options upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than (a) the Base Price in effect immediately prior to the time of the granting or sale of such Options or (b) the Market Price 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 upon exercise of such Options or upon conversion or exchange of such Convertible Securities (Securities" is determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such rights or optionsOptions, 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 Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than Options. No further adjustment of the Exercise Price in effect as shall be made upon the actual issuance of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights Options or options or upon the actual issuance of such Common Stock 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 3.2.1Securities.
Appears in 1 contract
Samples: Warrant Agreement (Zam Holdings L P)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1Paragraph 5(c) hereof. Except as provided in Paragraph 5(c) hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Stock Option Agreement (Digital Imaging Resources Inc.)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, Class A Common Stock or any stock or securities convertible into or exchangeable for Common Stock or Class A Common Stock (such rights or options being herein called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are or Class A Common Stock, as the case may be, is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise Series C Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock or Class A Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph 4E(3), with no adjustment of the effect on Series C Conversion Price shall be made upon the Exercise Price specified in Section 3.2.1actual issue of such Common Stock or Class A Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Stockholders Agreement (United Surgical Partners International Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1to
Appears in 1 contract
Samples: Warrant Agreement (Intelect Communications Systems LTD)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise applicable Conversion Price in effect as for the Series A Preferred immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 share as of the effect on date of granting of such Options or the Exercise Price specified in Section 3.2.1issuance of such Convertible Securities and thereafter shall be deemed to be outstanding.
Appears in 1 contract
Issuance of Rights or Options. In case If the Company at any time after the date hereof the Company or from time to time, shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Class A Shares or any stock shares or securities security convertible into or exchangeable for Common Stock Class A Shares (such warrants, rights or options being called “Options” and such convertible or exchangeable stock shares or securities being herein called "“Convertible Securities"”), in each case for consideration per share (determined as provided in this paragraph and in Section 3(v) below) less than the Conversion Price then in effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which shares total maximum number of Common Stock are Class A Shares issuable upon the exercise of such rights or options Options, 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 granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares Class A Shares deemed to have been so issued. Except as otherwise provided in Section 3(iii) below, no adjustment of Common Stock issuable the Conversion Price shall be made upon the actual issuance of such Class A Shares or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance 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 Class A Shares 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 3.2.1Securities.
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights right to subscribe for or to purchase, or any options for the purchase of, of Common Stock or any stock or 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"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or options, or plus, in the case of such rights or options that Options which relate to Convertible Securitiesconvertible securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, thereof by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect as immediately prior to the time of the date granting 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 Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareshare as of the date of granting of such Options and thereafter shall be deemed to be outstanding. Except as otherwise provided in Sub-Paragraph (iii) of this Paragraph (f), with the effect on no adjustment of the Exercise Price specified in Section 3.2.1shall 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.
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities"”), whether or not such rights rights, options or options warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights rights, options or options warrants or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Company as consideration for the granting of such rights rights, options or optionswarrants, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights rights, options or optionswarrants, or plus, in the case of such rights rights, options or options warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights rights, options or optionswarrants) shall be less than the Exercise Price in effect as immediately prior to the time of the date granting of granting such rights rights, options or optionswarrants, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights, options or warrants shall (as of the date of granting of such rights or options shall options) 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. Except as provided in Section 2(a)(iii), with the effect on no further adjustment of the Exercise Price specified in Section 3.2.1shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such rights, options or warrants or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Convertible Senior Subordinated Promissory Note and Warrant Purchase Agreement (Electric City Corp)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being herein called "“Convertible Securities"), ”) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise Conversion Price for the Series D Preferred Stock or the Series E Preferred Stock in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 share as of the effect on date of granting of such Options or the Exercise Price specified issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in Section 3.2.15.8.1.3, no adjustment of any Conversion 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.
Appears in 1 contract
Samples: Series E Convertible Preferred Stock Purchase Agreement (Fleetcor Technologies Inc)
Issuance of Rights or Options. In Subject to Section 4(e) hereof, in case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock (other than shares of Convertible Preferred Stock) or 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"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such 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 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 3.2.1or
Appears in 1 contract
Samples: Securities Purchase Agreement (Aurora Electronics Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1hereof. Except as provided in Section 3.2.2 hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Warrant Agreement (Transamerican Waste Industries Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall ------------------------------ in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Adjustment Price in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) deemed to be outstanding and to have been issued for such price per share, with the effect on the Exercise Price specified . Except as otherwise provided in Section 3.2.16.4, no adjustment of the Adjustment Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof the Company CJI shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company CJI as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company CJI upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect Conversion 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 all 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 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 . Except as provided in Section 3.2.11.4.2(c) hereof, no further adjustment of the Conversion Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Conversion Agreement (Friedmans Inc)
Issuance of Rights or Options. In case at any time after the date hereof If the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) grants any rights or options to subscribe for or to purchasepurchase (including, without limitation, the issuance of any notes or any options for the purchase of, other debt instruments convertible into or payable in) Common 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"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable) other than a Permitted Issuance, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (is less than the Exercise Price in effect immediately prior to such issuance or sale, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of 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 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 (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, 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 Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such 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 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 3.2.1all
Appears in 1 contract
Samples: Stock Purchase Agreement (Recovery Equity Investors Ii Lp)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise, except in the circumstances described in Section 7(f) below) any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities"”), whether or not such rights rights, options or options warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, such grant shall be deemed a sale by the Corporation of its Common Stock and the price per share for which shares such deemed sale of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or property received or receivable by the Company Corporation as consideration for the granting of such rights rights, options or optionswarrants, plus the minimum aggregate amount of additional consideration, if any, payable to the Company Corporation upon the exercise of such rights rights, options or optionswarrants, or plus, in the case of such rights rights, options or options warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights rights, options or options) warrants. Except as provided in Section 7(e)(iii), no further adjustment of the Conversion Price shall be less than made upon the Exercise Price in effect as actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or rights, options or warrants or upon the actual issue of such Common Stock 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 3.2.1Securities.
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 securities, 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 1 contract
Samples: Common Stock Purchase Warrant (Scottsdale Technologies Inc)
Issuance of Rights or Options. In case If the Corporation, at any time after the date hereof the Company shall Filing Date, in any manner grant grants (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), in each case for consideration per share (determined as provided in this paragraph and in Section A.7(a)(vi)) less than the Conversion Price then in effect, whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, 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 granting of such Options, at a price per share equal to the amount determined by by, dividing (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section A.7(a)(iii), no adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance 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 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 3.2.1Securities.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eagle Test Systems, Inc.)
Issuance of Rights or Options. In case at any time after the date ----------------------------- hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or 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 SecuritiesCONVERTIBLE SECURITIES"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisableexercisable (where no adjustment as a result of such issuance is made pursuant to paragraph 3A(3)(ii)), and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than 95% of the Exercise Market Price of such Common Stock in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options Options shall (as of the date of granting of such Options) be deemed to be outstanding (and included as Common Stock outstanding for purposes of the date of the granting of such rights or options paragraphs 3B and 3C) and to have been issued for such price per share. Except as otherwise provided in paragraph 3D(3) below, with no adjustment or further adjustment (as the effect on case may be) of the Exercise Warrant Purchase Price specified shall be made upon the actual issue of Common Stock or of Convertible Securities upon exercise of Options or upon the actual issue of Common Stock upon conversion or exchange of Convertible Securities (whether or not the granting or issuance of such Options or Convertible Securities resulted in Section 3.2.1an adjustment of the Warrant Purchase Price).
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Units or any stock Units or securities security convertible into or exchangeable for Common Stock Units (such warrants, rights or options being called "Options" and such convertible or exchangeable stock Units or securities being herein called "Convertible Securities"), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share Unit for which shares of Common Stock Units are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (ia) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iib) the total maximum number of shares of Common Stock Units issuable upon the exercise of all such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise applicable Conversion Price in effect as for the Preferred Units immediately prior to the time of the date granting of granting such rights Options or optionsConvertible Securities, then the total maximum number of shares of Common Stock Units issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareUnit as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph (iii), with no adjustment of any Conversion Price shall be made upon the effect on actual issue of such Common Units or of such Convertible Securities upon exercise of such Options or upon the Exercise Price specified in Section 3.2.1actual issue of such Common Units upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sylvan Learning Systems Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 SecuritiesCONVERTIBLE SECURITIES"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1SECTION 3.2(A) hereof. Except as provided in SECTION 3.2(B) hereof, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Warrant Agreement (Intelect Communications Systems LTD)
Issuance of Rights or Options. In case at any time after the date hereof Issue Date the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) ), any rights to subscribe for or to purchase, or any options or warrants for the purchase of, Common Stock or any stock stock, notes or securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock stock, notes or securities being herein called "“Convertible Securities"”), whether or not such rights rights, options or options warrants or the right to convert or exchange any such Convertible Securities are immediately exercisable, such grant shall be deemed a sale by the Company of its Common Stock and the price per share for which shares such deemed sale of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (shall be determined by dividing (iA) the total amount, if any, in cash or in property received or receivable by the Company as consideration for the granting of such rights rights, options or optionswarrants, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights rights, options or optionswarrants, or plus, in the case of such rights rights, options or options warrants that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights rights, options or options warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights rights, options or options) shall be less than warrants. Except as provided in Section 2(a)(iii), no further adjustment of the Exercise Price in effect as shall be made upon the actual issue of the date of granting such rights or options, then the total maximum number of shares of Common Stock issuable or of such Convertible Securities upon the exercise of such rights or rights, options or warrants or upon the actual issue of such Common Stock 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 3.2.1Securities.
Appears in 1 contract
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of all such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise Price in effect as Five Dollars ($5.00) per share of the date of granting such rights or optionsCommon Stock, then such issuance shall be deemed a Dilutive Financing, and the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of such Convertible Securities issuable upon the exercise of such rights or options 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 shareshare as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided in subparagraph (c), with no adjustment in the effect on number of shares issued to Guilford shall be made upon the Exercise Price specified in Section 3.2.1actual issue of such Common Stock or of such Convertible Securities, upon the exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: License, Development and Commercialization Agreement (Guilford Pharmaceuticals Inc)
Issuance of Rights or Options. In case at any time after If the date hereof the Company shall Corporation in any manner grant (whether directly grants or by assumption in a merger or otherwise) sells any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, Options and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options Options, or upon conversion or exchange of any Convertible Securities issuable upon exercise of such Options, is less than any Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then for purposes of such Conversion Price the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (issuable upon the exercise of such Options shall be deemed to have been issued and sold by the Corporation 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 (iA) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting or sale of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, plus in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights Options. In the event of an adjustment to any Conversion Price as a result of the grant or options) sale of Options, no further adjustment to such Conversion Price 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 made when Convertible Securities are actually issued upon the exercise of such rights Options or options or upon conversion or exchange of all such Convertible Securities issuable when Common Stock is actually issued upon the exercise of such rights Options or options shall be deemed to be outstanding as the conversion or exchange of the date of the granting of Convertible Securities issued pursuant to such rights or options and to have been issued for such price per share, with the effect on the Exercise Price specified in Section 3.2.1Options.
Appears in 1 contract
Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any options, warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock Shares or any stock or securities security convertible into or exchangeable for Common Stock Shares (such options, warrants and rights being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), ) whether or not such rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock Shares are issuable upon the exercise of such rights or options Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsOptions) shall be less than the Exercise Series C Conversion Price in effect as immediately prior to the time of the date granting of granting such rights or optionsOptions, then the total maximum number of shares of Common Stock Shares issuable upon the exercise of such rights or options Options or upon conversion or exchange of all the total maximum amount of 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 shareshare as of the date of granting of such Options. Except as otherwise provided in Subsection 9(d)(iii)(d)(3), with no adjustment of the effect on Series C Conversion Price shall be made upon the Exercise Price specified in Section 3.2.1actual issuance of the Common Shares or Convertible Securities upon exercise of such Options or upon the actual issuance of such Common Shares upon conversion or exchange of such Convertible Securities.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company ----------------------------- shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Adjustment Price in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) deemed to be outstanding and to have been issued for such price per share, with the effect on the Exercise Price specified . Except as otherwise provided in Section 3.2.16.4, no adjustment of the Adjustment Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities.
Appears in 1 contract
Issuance of Rights or Options. In case If the Company shall, at any time after the date hereof the Company shall hereof, in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or securities security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such convertible or exchangeable stock or securities being herein called "Convertible 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 rights or options Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and then the price per share for which total maximum number of shares of Common Stock are issuable upon the exercise of such rights or options Options, 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 granting of such Options, at a price per share equal to the amount determined by dividing (iA) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or optionsOptions, or plus, in the case of such rights or options that Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (iiB) the total maximum number of shares of Common Stock issuable deemed to have been so issued. Except as otherwise provided in Section 3.4(iii) hereof, no adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon exercise of such rights or options Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise actual issuance 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 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 3.2.1Securities.
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Issuance of Rights or Options. In case at any time after the date hereof the Company Corporation shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company Corporation as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company Corporation upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Adjustment Price in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) deemed to be outstanding and to have been issued for such price per share. Except as otherwise provided in paragraph 2C(3), with no adjustment of the effect on Adjustment Price shall be made upon the Exercise Price specified in Section 3.2.1actual 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 conversion or exchange of such Convertible Securities.
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Samples: Warrant Agreement (Qorus Com Inc)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall ----------------------------- in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, consideration payable to the Company upon the exercise of all such rights or options, or plus, in the case of such rights or options that which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Adjustment Price in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) deemed to be outstanding and to have been issued for such price per share, with the effect on the Exercise Price specified . Except as otherwise provided in Section 3.2.16.4, no adjustment of the Adjustment Price shall be made upon the actual 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 conversion or exchange of such Convertible Securities.
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Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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") (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 or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise 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 Exercise Price specified in Section 3.2.1Common
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Samples: Note (Black Warrior Wireline Corp)
Issuance of Rights or Options. In case at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such 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 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 3.2.1Common
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Intelect Communications Systems LTD)
Issuance of Rights or Options. In case If at any time after the date hereof the Company shall in any manner grant (whether directly or by assumption in a merger in which the Company is the surviving Company or otherwise) any rights to subscribe for or to purchase, or 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 rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which shares of Common Stock are is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such rights or options, or plus, in the case of such rights or options that relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or optionsprovided below) shall be less than 95% of the Exercise Market Price in effect as immediately prior to the time of the date granting 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 the total maximum amount of 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 options) be deemed to have been issued for such price per share, with the effect on and the Exercise Price specified shall be adjusted in accordance with Section 3.2.18(b). Except as provided in clause (iii) of this subsection, no further adjustments of any Exercise Price shall be made upon the actual issue of
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