Issuances of Common Stock. If between the date hereof and the Effective Date DCDC Delaware shall pay or make a dividend or other distribution on its Common Stock consisting exclusively of, or shall otherwise issue, Common Stock or securities convertible into or exercisable for Common Stock or rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Stock (including without limitation the issuance of options or other equity securities under any equity compensation plan or agreement of DCDC Delaware), the Conversion Price in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such securities, rights or warrants or for such issuance shall be reduced by multiplying such Conversion Price by a fraction, of which the numerator shall be the number of Fully-Diluted Shares (as defined below) outstanding at the close of business on the date fixed for such determination (but prior to such issuance) and the denominator shall be such number of Fully-Diluted Shares plus the number of shares of Common Stock so issued, offered for subscription or purchase or issuable upon conversion or exercise of the securities included in such issuance, dividend or other distribution, such reduction to become effective immediately prior to the opening of business on the day following the date fixed for such determination or for such issuance; provided, however, that no such adjustment shall be made upon the issuance of shares of Common Stock or securities convertible into or exercisable for Common Stock, in connection with (1) the exercise of options pursuant to an equity incentive or similar compensation plan or (2) the conversion or exercise of any other convertible or derivative security the grant or issuance of which security previously resulted in a reduction of the Conversion Price hereunder. For the purposes of this subparagraph (i), the number of Fully-Diluted Shares at any time shall not include shares held in the treasury of DCDC Delaware. For purposes of this subparagraph (i), the issuance of rights or warrants to subscribe for or purchase stock or securities convertible into or exchangeable for Common Stock shall be deemed to be the issuance of rights, options or warrants to purchase the Common Stock into which such stock or securities are convertible or exercisable. In case any securities or rights, options or warrants referred to in this subparagraph (i) in respect of which an adjustment shall have been made ...
Issuances of Common Stock. Prior to the Reset Date, the Company shall not (or set a record date in connection therewith) (i) pay a dividend or make a distribution on its Common Stock, (ii) subdivide or combine its Common Stock, (iii) issue shares of capital stock by reclassification of its Common Stock, (iv) issue rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase Common Stock or any other securities of the Company, or (v) issue or distribute to all holders of its Common Stock any shares of its capital stock or securities convertible into capital stock or evidence of its indebtedness or assets.
Issuances of Common Stock. At any time during the period commencing from the date hereof and ending at such time that all of the Exchange Securities and Underlying Shares are no longer held by the Holders, the Company shall not issue any shares of its common stock at a price below $3.00 without the consent of the Holders of a majority of then outstanding Exchange Notes.
Issuances of Common Stock. The Company shall not issue any shares of Common Stock without the approval of a majority of the members of the Board except for the purposes of (a) issuing shares upon exercise of outstanding Options or Convertible Securities (each, as defined in the Charter) or (b) issuing shares in connection with a stock split, stock dividend or other recapitalization in accordance with the Charter.
Issuances of Common Stock. From the date hereof until ________, 1998 (the date six months after the Closing Date), the Company shall not issue or sell any shares of Common Stock or other Equity Securities, except at a price per share of Common Stock equal to or greater than $16.00 (appropriately adjusted for stock dividends, stock splits and the like), except in connection with (i) the conversion of securities or Indebtedness of the Company into Common Stock by Deutsche Bank AG, (ii) the conversion of promissory notes of the Company held by Xxxxx Colorado Limited, (iii) the Company's stock option or management incentive compensation plans, (iv) the Company's dividend reinvestment plan, and (v) stock splits or stock dividends.
Issuances of Common Stock. Except as described in the General Disclosure Package, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or arrangements, or pursuant to outstanding options, restricted stock units, rights or warrants.
Issuances of Common Stock. In the event the Company shall issue ------------------------- shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock to an Affiliate (as defined below) of the Company at a price per share that as of the date of such issuance is less than the then Current Market Value per share of Common Stock (determined in accordance with Section 2.3), excluding, however, (i) shares of Common Stock issued upon conversion of the shares of Class B Common Stock issued pursuant to the exercise of this Warrant, (ii) shares of Common Stock issued pursuant to the conversion rights of any security convertible into or exchangeable or exercisable for shares of Common Stock, which security was outstanding as of the Issuance Date (to the extent such issuances are in accordance with the terms of such securities in effect on the Issuance Date), (iii) shares of Common Stock issued in any of the transactions described in Section 3.1, and (iv) shares of Common Stock issued upon the grant, conversion, exchange or exercise of options granted to the Company's employees, directors, consultants or strategic partners under a plan or plans adopted by the Company's Board of Directors, the number of shares of Class B Common Stock issuable upon the exercise of the Warrant shall be increased to a number determined by multiplying the number of shares of Class B Common Stock theretofore issuable upon exercise of the Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such shares of Common Stock or securities plus the number of additional shares of Common Stock issued or for which such securities that are issued are convertible, exchangeable or exercisable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such shares of Common Stock or securities plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company (assuming the exercise or conversion of all such securities) would purchase at the then Current Market Value per share of Common Stock (determined in accordance with Section 2.3). In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction. Such adjustment shall be made immediately after such shares ...
Issuances of Common Stock. If, at any time, the Company shall issue any Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price applicable immediately prior to such issuance, the Exercise Price -in effect immediately prior to each such issuance shall immediately (except as provided below) be adjusted by reducing such Exercise Price to an amount equal to the greater of (A) the result obtained by dividing (x) the consideration, if any, received by the Company upon such issuance by (y) the total number of shares of Common Stock issued by the Company and (B) $1.00. For the purpose of any adjustment of the Exercise Price pursuant to this clause (i) of this Section 3.l(a), the following provisions shall be applicable:
Issuances of Common Stock. 1.5.1.1 Upon Closing, USAB will issue 2,500,000 (two million, five hundred thousand) shares of USA Broadband, Inc. common stock in the name of dcicv or its assignees, 125,000 of which will be held in an Escrow Account for 12 months from the Closing, as indemnification for the representations and warranties of dcicv/Cable.
1.5.1.2 Upon Closing, USAB will issue 2,250,000 (two million, two hundred and fifty thousand) shares of USA Broadband, Inc. common stock in the name ofLABN, 125,000 of which will be held in an Escrow Account for 12 months from the Closing, as indemnification for the representations and warranties of dcicv/Cable.
1.5.1.3 Upon Closing, USAB will issue 250,000 (two hundred and fifty thousand shares) of USA Broadband, Inc. common stock in the name of Carlos Bustamante.
Issuances of Common Stock. Holdings covenants and agrees that it will not issue any shares of Common Stock or of capital stock for less than its fair market value as determined in good faith by Holdings' Board of Directors, other than pursuant to any issuance of Common Stock pursuant to the exercise of options and warrants outstanding as of the date of this Agreement.
