Common use of Issuance of Warrants, Convertible Securities or Other Rights Clause in Contracts

Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Term, the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (whether or not the rights to exchange or convert thereunder are immediately exercisable) and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Stock shall be adjusted as provided in Subsection 8(c) and the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Stock shall be made under this Subsection 8(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d).

Appears in 8 contracts

Samples: McLaren Performance Technologies Inc, McLaren Performance Technologies Inc, McLaren Performance Technologies Inc

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Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Term, ------------------------------------------------------------ case at any time or from time to time the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Preferred Stock or any Convertible Securities (Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable) , and the consideration per share for which Additional Shares of Common Preferred Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Preferred Stock thereafter comprising a Stock Unit shall be adjusted as provided in Subsection 8(c5.1(c) and the aggregate consideration for such maximum number of Additional Shares of Common Preferred Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Preferred Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Preferred Stock comprising a Stock Unit shall be made under this Subsection 8(d5.1(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d5.1(d).

Appears in 4 contracts

Samples: Webmd Inc, Webmd Inc, Webmd Inc

Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Term, case at any time or from time to time the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable) , and the consideration per share for which Additional Shares of Common Stock Stock, may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Common Stock thereafter comprising a Stock Unit shall be adjusted as provided in Subsection 8(c5.1(c) and the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Common Stock comprising a Stock Unit shall be made under this Subsection 8(d5.1(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d5.1(d).

Appears in 1 contract

Samples: Healtheon Webmd Corp

Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Term, ------------------------------------------------------------ case at any time or from time to time the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Series D Stock or any Convertible Securities (Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable) , and the consideration per share for which Additional Shares of Common Series D Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Series D Stock thereafter comprising a Stock Unit shall be adjusted as provided in Subsection 8(c5.1(c) and the aggregate consideration for such maximum number of Additional Shares of Common Series D Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Series D Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Series D Stock comprising a Stock Unit shall be made under this Subsection 8(d5.1(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d5.1(d).

Appears in 1 contract

Samples: Stock Purchase Agreement (Webmd Inc)

Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Term, ------------------------------------------------------------ case at any time or from time to time the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable) , and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Series D Stock thereafter comprising a Stock Unit shall be adjusted as provided in Subsection 8(c5.1(c) and the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Series D Stock comprising a Stock Unit shall be made under this Subsection 8(d5.1(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d5.1(d).

Appears in 1 contract

Samples: Letter Agreement (Webmd Inc)

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Issuance of Warrants, Convertible Securities or Other Rights. In the event that, during the Termon or before October 1, the Company 2001, McLaren shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (whether or not the rights to exchange or convert thereunder are immediately exercisable) and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Stock Option Shares shall be adjusted as provided in Subsection 8(c4(c) and the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company McLaren for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares Option Shares of Warrant Stock shall be made under this Subsection 8(d4(e) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d4(e).

Appears in 1 contract

Samples: Stock Option Purchase Agreement (McLaren Performance Technologies Inc)

Issuance of Warrants, Convertible Securities or Other Rights. In the event thatIf, during the Termat any time, the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation or otherwise) issue or sell sell, any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (Securities, whether or not the rights to exercise, purchase, exchange or convert thereunder are immediately exercisable) , and the consideration price per share for which Additional Shares of Common Stock may at any time thereafter be is issuable pursuant to upon the exercise of such warrants warrants, options or other rights or pursuant to the terms upon conversion or exchange of such Convertible Securities shall be lower less than the Per Share Exercise PriceCurrent Market Price in effect immediately prior to the time of such issue or sale, then the number of shares of for which this Warrant Stock is exercisable and the Current Warrant Price shall each be adjusted as provided in Subsection 8(c) and Section 4.3 on the aggregate consideration for such basis that the maximum number of Additional Shares of Common Stock issuable (assuming immediate exercisability for all shares covered) pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the exercise of this Warrant. No further adjustments of the number of shares for which this Warrant is exercisable or the Current Warrant Price shall be made upon the minimum consideration received and receivable by the Company for the issuance actual issue of such Additional Shares of Common Stock pursuant to or of such Convertible Securities upon exercise of such warrants or other rights or pursuant to upon the terms actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. No adjustment of the number of shares of Warrant Stock shall be made under this Subsection 8(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d).

Appears in 1 contract

Samples: Note Agreement (Standard Management Corp)

Issuance of Warrants, Convertible Securities or Other Rights. In the ------------------------------------------------------------ event that, during the Term, the Company shall issue or sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (whether or not the rights to exchange or convert thereunder are immediately exercisable) and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities shall be lower than the Per Share Exercise Price, then the number of shares of Warrant Stock shall be adjusted as provided in Subsection 8(c) and the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities. No adjustment of the number of shares of Warrant Stock shall be made under this Subsection 8(d) upon the issuance of any Convertible Securities that are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to this Subsection 8(d).

Appears in 1 contract

Samples: Stock Option Purchase Agreement (McLaren Performance Technologies Inc)

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