Common use of Issuances of Common Stock and Other Securities Clause in Contracts

Issuances of Common Stock and Other Securities. (i) In the event that the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable).

Appears in 3 contracts

Samples: Warrant (Mortgage Com Inc), Mortgage Com Inc, Mortgage Com Inc

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Issuances of Common Stock and Other Securities. (i) In the event that the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Trigger Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (calculated on a fully-diluted basis assuming the conversion or exercise of all then presently exercisable options, warrants, purchase rights or convertible securities) plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Trigger Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (calculated on a fully-diluted basis assuming the conversion or exercise of all then presently exercisable options, warrants, purchase rights or convertible securities) plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable).

Appears in 1 contract

Samples: Transfer Restriction Agreement (Telebanc Financial Corp)

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