Other Issuances of Common Stock. Unless the holder of this Warrant shall otherwise agree, if at any time there shall be any increase in the number of shares of Common Stock outstanding or which the Company is obligated to issue, or covered by any option, warrant, or convertible security which is outstanding or which the Company is obligated to issue, then the number of shares of Common Stock to be received by the holder of this Warrant shall be adjusted to that number determined by multiplying the number of shares of Common Stock purchasable hereunder prior thereto by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding or which the Company is obligated to issue, or covered by options, warrants, or convertible securities which the Company is obligated to issue, immediately after such increase, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding or which the Company is obligated to issue, or covered by options, warrants, or convertible securities which are outstanding or which the Company is obligated to issue, immediately prior to such increase. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged. The provisions of this Section 7.2 shall not apply to any issuance of additional Common Stock for which an adjustment is provided under Section 7.1 hereof.
Other Issuances of Common Stock. Until the date on which the Original Designated Preferred Stockholder no longer holds the Designated Preferred Stock or any portion thereof, if the Corporation shall issue shares of Common Stock or Convertible Securities other than pursuant to a Permitted Transaction (as defined below) or a transaction for which Sections 11(a), 11(b) or 11(c) apply (a "Common Stock Issuance") without consideration or at a consideration per share (or having a conversion price per share) that is less than the Conversion Price in effect immediately prior to such Common Stock Issuance, then the Conversion Price in effect immediately prior to the Common Stock Issuance shall be decreased to the number obtained by multiplying such Conversion Price by a fraction (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock of the Corporation outstanding immediately prior to the Common Stock Issuance and (2) the number of additional shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock issued (or into which Convertible Securities may be exercised or converted) in connection with the Common Stock Issuance would purchase at the Conversion Price in effect immediately prior to such Common Stock Issuance and (B) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to the Common Stock Issuance and (2) the number of shares of Common Stock issued (or into which Convertible Securities may be exercised or converted) in connection with the Common Stock Issuance.
Other Issuances of Common Stock. (a) If at any time there shall occur any issuance or sale (including by way of any adjustment to the conversion price of any preferred stock of the Company or other like security of the Company) by the Company of any shares of Common Stock or of any securities convertible into or exchangeable for shares of Common Stock or any warrants, options, subscriptions or purchase rights with respect to shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (any of the foregoing events being referred to herein as a “Stock Sale Event” and the securities issued in connection therewith being referred to herein as “New Securities”), so that the New Security Price Per Share (as defined herein) of such newly issued securities is in excess of the Exercise Price, but is less than the then-current fair market value of such securities (as determined in good faith by the Board of Directors of the Company), the Exercise Price shall be reduced by an amount equal to the difference between the then-current fair market value of such securities and the New Security Price Per Share; provided that in no event shall the Exercise Price be reduced to less than the par value of the Common Stock. For purposes hereof, “New Security Price Per Share” shall mean (a) the sum of (I) the aggregate consideration paid by the purchasers of the applicable New Securities for such New Securities plus (II) in the case of any warrants, options, subscriptions or purchase rights with respect to shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, the minimum amount of consideration, if any, payable to the Company upon exercise, conversion or exchange thereof (provided that, if the New Securities are issued for no consideration, the consideration paid under this clause (a) shall be deemed to be $.001 per share), divided by (b) the total number of shares of Common Stock of the Company issued or sold to such purchasers or to which such purchasers are entitled to convert the New Securities. Such adjustment shall be made successively whenever such an issuance shall occur. To the extent that any such shares, rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not be...
Other Issuances of Common Stock. (a) If the Company shall at any ----- --------- -- ------ ----- time or from time to time issue or sell any additional shares of Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such issuance, then the Exercise Price shall be adjusted to a price determined by dividing (a) an amount equal to the sum of (i) the product of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by (B) the then existing Exercise Price plus (ii) the consideration, if any, received by the Company upon such issue or sale by (b) the total number of shares of Common Stock outstanding immediately after such issue or sale.
(b) In case the Company shall at any time or from time to time in any manner grant any rights to subscribe for or to purchase any options for the purchase of Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being herein called "Convertible Securities") and the price per share ---------------------- for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (a) the sum of (i) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus (ii) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, plus, (iii) in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Exercise Price in effect immediately prior to the time of the granting of such rights or options, then the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for said price per share as so determined (and acco...
Other Issuances of Common Stock. Subject to Section 7.3 and unless the Holder of this Warrant shall otherwise agree, if at any time there shall be any increase in the number of shares of Common Stock outstanding or which the Company is obligated to issue, or covered by any option, warrant or convertible security which is outstanding or which the Company is obligated to issue, then the number of shares of Common Stock to be received by the holder of this Warrant shall be adjusted to that number determined by multiplying the number of shares of Common Stock purchasable hereunder prior thereto by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding (on a fully diluted basis) immediately after such increase, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding (on a fully diluted basis) immediately prior to such increase. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged.
Other Issuances of Common Stock. If the Company shall issue any Additional Shares of Common Stock after the Issuance Date for a consideration per share less than the Trigger Price immediately prior to such issuance, then and in each such case the Series B Conversion Price shall immediately be reduced to a price determined by multiplying the Series B Conversion Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock outstanding at the close of business on the day next preceding the date of such issue, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof deemed to have been received) by the Company for the total number of Additional Shares
Other Issuances of Common Stock. Unless the Holder of this Warrant shall otherwise agree, if at any time there shall be any increase in the number of shares of Common Stock outstanding or which the Company is obligated to issue, or covered by any option, warrant or convertible security which is outstanding or which the Company is obligated to issue, then the number of shares of Common Stock to be received by the holder of this Warrant shall be adjusted to that number determined by multiplying the number of shares of Common Stock purchasable hereunder prior thereto by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding (on a fully diluted basis) immediately after such increase, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding (on a fully diluted basis) immediately prior to such increase. Thereupon, the Exercise Price shall be correspondingly reduced so that the aggregate Exercise Price for all shares of Common Stock covered hereby shall remain unchanged.
Other Issuances of Common Stock. If the Company shall issue any Common Stock for a consideration per share less than the Conversion Price (other than (i) shares issued pursuant to options outstanding on and as of the date hereof, (ii) any options which may in the future be granted under the AMRE, Inc. Stock Option Plan with Limited Stock Appreciation Rights and (iii) any options issued pursuant to agreements with Davix Xxxxx) xxmediately prior to such issuance, the Conversion Price shall immediately be reduced to such consideration. For the purpose of any adjustment of the Conversion Price pursuant to this paragraph "E", the following provisions shall be applicable:
Other Issuances of Common Stock. 27 SECTION 7.1. Equity Offering Adjustment to Purchase Price................................................... 27 SECTION 7.2. Other Adjustments to Purchase Price............................................................ 27 VIII.
Other Issuances of Common Stock. (a) Release from ------------------------------- ------------ Standstill. Subject to Section 4.5, in the event the Company issues shares of ---------- Common Stock other than pursuant to an Unregistered Offering or an Incentive Issuance (an "Other Share Issuance"), AOL will be released from its obligations -------------------- under Article VII of this Agreement for a period of sixty (60) days following its receipt of the notice described in the next sentence (or, if later, the cessation of any restrictions under applicable Law or the rules of Nasdaq or any stock exchange on AOL's ability to purchase Common Stock) in order to allow AOL to purchase a number of shares of Common Stock equal to its Pro Rata Portion of the total number of shares of Common Stock (the "Other Issuance Shares") issued --------------------- in such Other Share Issuance. Upon the closing of any Other Share Issuance, the Company shall notify AOL in writing of such fact and shall specify the number of shares of Common Stock issued in such Other Share Issuance.
