Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 11 contracts
Samples: Contribution and Exchange Agreement (Continental Grain Co), Contribution and Exchange Agreement (Sagrera Ricardo A.), Contribution and Exchange Agreement (Continental Grain Co)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection Section 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 6 contracts
Samples: Exchange Agreement (Franklin Electronic Publishers Inc), Share Purchase Agreement (Franklin Electronic Publishers Inc), Exchange Agreement (Saunders Acquisition Corp)
Multiple Closing Dates. In the event the Corporation Company shall issue on more than one date Additional Shares of Common Stock that are a part comprised of one transaction shares of the same series or a series class of related transactions Preferred Stock and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4Section 7.4 above, and such issuance dates occur within a period of no more than ninety forty-five (9045) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first final such issuance (and without giving effect to any additional adjustments as a result of any such subsequent prior issuances within such period).
Appears in 5 contracts
Samples: Note Purchase Agreement (Orion Energy Systems, Inc.), Note Agreement (Orion Energy Systems, Inc.), Note Agreement (Orion Energy Systems, Inc.)
Multiple Closing Dates. In the event the Corporation Company shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Warrant Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4Section 8(a) above, and such issuance dates occur within a period of no more than ninety (90) 30 days from the first such issuance to the final such issuance, then, upon the final such issuance, such Conversion the Warrant Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 4 contracts
Samples: Warrant Agreement (Vertical Communications, Inc.), Warrant Agreement (Vertical Communications, Inc.), Warrant Agreement (Vertical Communications, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the a Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4 , and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 4 contracts
Samples: Preferred Stock Purchase Warrant (Care.com Inc), Common Stock Purchase Warrant (Care.com Inc), Common Stock Purchase Warrant (Care.com Inc)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4 above, and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc), Series a Preferred Stock and Warrant Purchase Agreement (Farmstead Telephone Group Inc)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuanceSection 4.4.4, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Series a Preferred Stock Purchase Agreement (zSpace, Inc.), Preferred Stock Purchase Agreement (TypTap Insurance Group, Inc.), Preferred Stock Purchase Agreement (HCI Group, Inc.)
Multiple Closing Dates. In the event the Corporation Company shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuanceSection 4.5(f)(iii), then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Debenture (American Virtual Cloud Technologies, Inc.), Debenture (American Virtual Cloud Technologies, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4Section A.5.d.iv, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Id Systems Inc)
Multiple Closing Dates. In the event the Corporation Company shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90Section 4.2(c) days from the first such issuance to the final such issuance, above then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without additional giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Stock Purchase Agreement (General Devices Inc), Merger Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, Section 4.4.4 then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Ondas Holdings Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.), Series a Preferred Stock Purchase Agreement
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series C Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series C Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Air Liquide Investissements d'Avenir Et De Demonstration), Securities Purchase Agreement (Plug Power Inc)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, 4.4.4 then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 2 contracts
Samples: Merger Agreement (iHookup Social, Inc.), Merger Agreement (iHookup Social, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.43.4.4, and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 2 contracts
Samples: License Agreement (Abpro Corp), License Agreement (Abpro Corp)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series 1 Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, 4.4.4. then, upon the final such issuance, such the Series 1 Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 2 contracts
Samples: Merger Agreement (Zynerba Pharmeceuticals, Inc.), Merger Agreement (Zynerba Pharmeceuticals, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any applicable to a series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Conversion Price for such series of Preferred Stock shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Ovid Therapeutics Inc.), Series B 1 Preferred Stock Purchase Agreement (Ovid Therapeutics Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part comprised of one transaction shares of the same series or a series class of related transactions Preferred Stock and that would result in an adjustment to the Series C Conversion Price of any series of Preferred Stock Price, pursuant to the terms of Subsection 5.4.4subsection 3.9.4(d)(iv) above, and such issuance dates occur within a period of no more than ninety (90) 45 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series C Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first final such issuance (and without giving effect to any additional adjustments as a result of any such subsequent prior issuances within such period).
Appears in 1 contract
Samples: Series C Senior Convertible Preferred Stock Purchase Agreement (Orion Energy Systems, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any applicable to a series of Preferred Stock pursuant to the terms of Subsection 5.4.47.D(c), and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Facility Agreement (Kempharm, Inc)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4, and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Multiple Closing Dates. In the event the Corporation Company shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4Section 6(e)(i)(D), and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4 , and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.47.4(d), and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Adamas One Corp.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.4, 4.3.4 and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final last such issuance, then, upon the final such issuance, such the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Business Combination Agreement (Pioneer Merger Corp.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series B Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4, and such issuance dates occur within a period of no more than ninety (90) days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series B Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Certificate of Incorporation (Capstone Therapeutics Corp.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series D Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.44.4.4, and such issuance dates occur within a period of no more than ninety (90) 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series D Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.)
Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 5.4.45(d)(iv) above, and such issuance dates occur within a period of no more than ninety (90) man 180 days from the first such issuance to the final such issuance, then, upon the final such issuance, such the Series A Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without additional giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
Appears in 1 contract
