Per Share Purchase Price Protection. From the date hereof until February 15, 2011, if the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor at the Closing pursuant to this Agreement and pursuant to this Section 4.3. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall not refuse to issue an Investor additional Shares hereunder based on any claim that such Investor or any one associated o...
Per Share Purchase Price Protection. As to each Purchaser, after the date hereof if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (the “Discounted Purchase Price”, as further defined below), within 3 Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to the difference between (a) the quotient obtained by dividing (i) the product of (A) the Shares then held by such Purchaser immediately prior to such issuance multiplied by (B) the Per Share Purchase Price (or if Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided by (ii) the Discounted Purchase Price, less (b) the Shares then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. On the date of closing of any transaction purs...
Per Share Purchase Price Protection. If the Company closes a Qualified IPO (1) within 9 months from the Closing (“First Period”), based on a Per Share Purchase Price at the Qualified IPO, reflecting a pre-money valuation of US$26,400,000, or a lower one, then each of the Purchasers shall receive additional Ordinary Shares, reflecting the number that each such Purchaser would have received for the Subscription Amount had the Per Share Purchase Price at the Closing had been 90% of the Per Share Purchase at the IPO (“Adjusted PPS”), less the number of Ordinary Shares that each Purchaser actually received at the Closing. The number of Warrant Shares covered by each such Warrant shall be increased assuming the Exercise Amount is divided by the Adjusted PPS; (2) after the First Period, based on a Per Share Purchase Price at the Qualified IPO, reflecting a pre-money valuation of US$26,400,000, or a lower one, then each of the Purchasers shall receive additional Ordinary Shares, reflecting the number that each such Purchaser would have received for the Subscription Amount had the Per Share Purchase Price at the Closing had been 80% of the Per Share Purchase Price at the IPO (“Discounted PPS”), less the number of Ordinary Shares that each Purchaser actually received at the Closing. The number of Warrant Shares covered by each such Warrant shall be increased assuming the Exercise Amount is divided by the Discounted PPS. In both cases, the Company shall issue to the Purchasers the additional Ordinary Shares and new Warrants reflecting the foregoing adjustments within 14 days following the completion of the IPO.
Per Share Purchase Price Protection. A new Section 6.9 is hereby added to the Agreement to provide for adjustment in purchase price in the event the Company sells securities within a twelve month period from the Closing at a per share price that is lower than the per share price paid by the Investors pursuant to the Agreement. Section 6.9 shall read in its entirety as follows:
Per Share Purchase Price Protection. 6.1 As to each Purchaser, from the date hereof until the 12 month anniversary of the Final Closing Date, if and whenever the Company, directly or indirectly, issues or sells (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Purchase Price on such date of the Dilutive Issuance, as defined below, at such effective price) any shares of Common Stock or Common Stock Equivalents (including the issuance or sale of shares of Common Stock or Common Stock Equivalents owned or held by or for the account of the Company) for a consideration per share that is less than the Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the Final Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Investor, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock equal to the product of (i) the fraction obtained by dividing (A) the sum of the number of Initial Shares (as defined
Per Share Purchase Price Protection. (a) As to each Purchaser, after the date hereof and until the 6 month anniversary of the Effective Date, if the Company or any Subsidiary thereof shall issue any Common
Per Share Purchase Price Protection. From the date hereof until 18 months following the Effective Date, if the Company or any subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at a price per share less than the then effective Per Share Purchase Price (subject to appropriate adjustments for reverse and forward stock splits and the like and taking into consideration any previous adjustments hereunder) (the "Discounted Purchase Price", as further defined below), then in consideration of such Purchaser's covenants herein, the Company shall issue to such Purchaser that number of additional shares of Common Stock (subject to appropriate adjustment for reverse and forward stock splits and the like occurring after the Closing) equal to (a) Per Share Purchase Price multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Per Share Purchase Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable; multiplied by (b) the actual total Subscription Amount paid by each Purchaser; less (c) the Shares issued to such
Per Share Purchase Price Protection. From the date hereof until 120 days following the Effective Date, if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or
Per Share Purchase Price Protection. (a) As to each Purchaser, from the date hereof until the earliest of the date that is (i) the 12 month anniversary of the effective date of the initial Registration Statement, (ii) the 18 month anniversary of the Closing Date or (iii) the date the Purchasers hereunder and the purchasers of Additional Securities pursuant to clause (d) of Exempt Issuance shall no longer hold at least 25% of the Shares, and Additional Securities, in the aggregate, if and whenever the Company or any Subsidiary, directly or indirectly, issues or sells (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Purchase Price on such date of the Dilutive Issuance, as defined below, at such effective price) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents
Per Share Purchase Price Protection. From the date hereof until the three (3) year anniversary of the date hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to each Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such
