No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Warrant Price in the case of:
(i) the issuance of shares of Common Stock upon the exercise in whole or part of the Warrants issued pursuant to the Purchase Agreement; or
(ii) the declaration of a dividend on or the distribution in respect of any of its Stock, payable in Convertible Securities or Stock Purchase Rights if at the time of such declaration or distribution such Convertible Securities or Stock Purchase Rights are issued to all of the holders of the Warrant based upon the number of shares of Common Stock for which this Warrant is exercisable at the time of such declaration or distribution; provided, however, that such Convertible Securities may not be converted and such Stock Purchase Rights may not be exercised until the right to purchase shares of Common Stock on which such Convertible Securities or Stock Purchase Rights were issued is exercised pursuant to the terms of this Warrant.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of:
(i) the issuance of shares of Common Stock upon the exercise in whole or part of this Warrant; or
(ii) the reclassification of the Company's Class A Preferred Stock into shares of Common Stock and the sale of Common Stock pursuant to the Dutch A&A Transaction.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of: (a) the transfer of shares of Common Stock to the Optionholder upon the exercise of this Option; or (b) the issuance of shares of Common Stock pursuant to a rights offering in which the Optionholder elects to participate under the provisions of Section 6.4.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of:
(i) the issuance of shares of Non-Voting Common Stock or Class A Non- Voting Stock upon the exercise in whole or part of this Warrant or the Other Warrant, respectively;
(ii) the issuance of shares of Common Shares pursuant to a rights offering in which the holder hereof elects to participate under the provisions of Section 4.3;
(iii) the issuance of Common Stock or Class A Stock upon the conversion of the Non-Voting Common Stock to Common Stock or the conversion of Class A Non-Voting Stock to Class A Stock, respectively; or
(iv) the issuance of shares of Common Stock ("Management Stock") to any executives or management of the Company or its Subsidiaries other than to Affiliates of the Xxxx Investors.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, no adjustment to the Exercise Price shall be made in the case of:
(i) any issuance of shares of Holding Company Common Stock (or Other Securities) upon the exercise in whole or in part of any of the Warrants; or
(ii) the issuance or sale of shares of Holding Company Common Stock, Purchase Rights or Convertible Securities for a consideration per share of Holding Company Common Stock at or above the Fair Value per share of Holding Company Common Stock, all determined as provided herein; or
(iii) the issuance of any shares of Holding Company Class A Common Stock for an equal number of shares of Holding Company Class B Common Stock (subject to appropriate adjustment for any stock dividend, subdivision or combination) upon conversion thereof pursuant to the terms of the Holding Company's Certificate of Designation, Preferences and Rights of Class B-1 Common Stock (as in effect on the Auto Ventshade Closing Date); or
(iv) the issuance of shares of Holding Company Class A Common Stock upon conversion of the Series B Preferred Stock outstanding on the Auto Ventshade Closing Date pursuant to the terms of the Holding Company's Certificate of Designation, Preferences and Rights of the Series B Preferred Stock (as in effect on the Auto Ventshade Closing Date); or
(v) the issuance of shares of Holding Company Common Stock upon the exercise of the options therefor outstanding (and as in effect) on the Auto Ventshade Closing Date and specified on Exhibit 5.5(b) attached to the Securities Purchase Agreements, provided that the aggregate number of shares of Holding Company Common Stock so issued shall not exceed 677,000 (subject to appropriate adjustment for any stock dividend, subdivision or combination) at any time.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, no adjustment to the Exercise Price shall be made in the case of any issuance of shares of Common Stock upon the exercise in whole or part of any Warrant.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of:
(i) the issuance of shares of Common Stock upon the exercise in whole or part of this Warrant;
(ii) the issuance of shares of Common Stock pursuant to a rights offering or which the holder hereof elects to participate under the provisions of Section 4.3;
(iii) the issuance of shares of Common Stock upon the exercise of the Subdebt Warrant;
(iv) the issuance of Common Stock or options to purchase Common Stock issued to employees, officers or directors of the Company or any subsidiary, or the issuance of Common Stock upon the exercise of any such options, so long as the issuance of such Common Stock or options to purchase Common Stock have been approved or ratified by the Company’s shareholders;
(v) the issuance of shares of Common Stock upon conversion of the Class B Common Stock; and
(vi) securities issued upon exercise of options issued and outstanding under the Company’s 1997 Stock Option Plan, 1991 Stock Option Plan, Nonqualified Stock Option Plan and 1997 Stock Option Plan, or any successor plans thereto so long as such plans have been approved by the Company’s shareholders.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, no adjustment to the Purchase Price shall be made in the case of:
(i) any issuance of shares of Common Stock upon the exercise in whole or part of any Warrant; or
(ii) any issuance of shares of Common Stock pursuant to a rights offering in which the holder hereof elects to participate in full under the provisions of section 13.3; or
(iii) (A) the granting by the Company of Stock Purchase Rights to its employees, directors, officers and other individuals entitled to participate under the Company's Incentive Program or any successor program, so long as the aggregate number of shares of Common Stock covered by all such Stock Purchase Rights granted (and not theretofore terminated) after the Closing Date do not exceed 15% of the shares of Common Stock issued and outstanding on a fully-diluted basis at the time of the latest granting of any such Stock Purchase Rights, (B) the issuance of shares of Common Stock pursuant to the exercise of such Stock Purchase Rights or (C) the issuance of such additional shares of Common Stock as may be issuable upon the exercise of such Stock Purchase Rights as a result of adjustment in the number of shares covered thereby through the operation of anti-dilution provisions substantially similar to those set forth herein.
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Purchase Price in the case of:
No Adjustments under Certain Circumstances. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Purchase Price in the case of:
(i) the issuance of shares of Common Stock pursuant to a rights offering in which the Registered Holder is granted an opportunity to participate under the provisions of Section 3.3.; or
(ii) the issuance of options or shares of Common Stock to employees, directors or consultants pursuant to an employment agreement, a stock option agreement or a plan approved by the Board of Directors of the Company.
