Required Adjustments. All cost report periods for all Facility payors have been closed and settled, and all required adjustments have been fully paid and/or implemented, if applicable.
Required Adjustments. No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least $.01 in such price; provided, however, that any adjustments which by reason of this Subsection (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
Required Adjustments. Subject to the exclusions contained in Section 7.1(e) below, if during the period ending on the later of thirty (30) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following the date of this agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares sold to the Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 51% of the Shares acquired by it hereunder, the Investor shall be entitled to additional shares only with respect to the number of Shares then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the Investor owns 51% or more of the Shares originally acquired by the Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1.
Required Adjustments. Subject to the exclusions contained in Section 11(c)(iv) below, if the Company issues or sells any Common Stock in a capital raising transaction for a Per Share Selling Price (as defined below) less than the applicable Exercise Price in effect immediately prior to the time of such issue or sale (a "Dilutive Issuance"), then forthwith upon such Dilutive Issuance, the Exercise Price shall be reduced to the Weighted Average Exercise Price (as defined below). The "Weighted Average Exercise Price" shall be determined by the following formula: EP1 = EP * N + C N + AS where: EP1 = the Weighted Average Exercise Price; EP = the former Exercise Price; N = the number of shares of Common Stock outstanding immediately prior to such issuance (or deemed issuance) assuming exercise or conversion of all outstanding securities exercisable for or convertible into Common Stock; C = the number of shares of Common Stock that the aggregate consideration received or deemed to be received by the Company for the total number of additional securities so issued or deemed to be issued in the Dilutive Issuance would purchase if the Per Share Selling Price were equal to the Exercise Price; AS = the number of shares of Common Stock so issued or deemed to be issued in the Dilutive Issuance. Notwithstanding the foregoing, the exercise of Stock Purchase Rights (as defined below) or conversion of Convertible Securities (as defined below) shall not be deemed a Dilutive Issuance. The Company shall give to the Investors written notice of any such Dilutive Issuance within twenty four (24) hours of the closing thereof.
Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the MFN Period (defined below) the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price set forth in Section 2 hereof, the Purchase Price of the Shares sold to the Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investors shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event an Investor then owns less than 65% of the Shares acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares then owned by such Investor as provided in Section 7.1(c). The Company shall give to the Investors written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as an Investor owns 65% or more of the Shares originally acquired by such Investor hereunder, such Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The term "Shares" as used in this Agreement shall include shares issued to the Investors pursuant to this Section 7.1.
Required Adjustments. With the exception of those cost reports shown on Schedule 3.30, all cost report periods for all Facility payors have been closed and settled, and all required adjustments have been fully paid and/or implemented.
Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the MFN Period (defined below) the Company issues or sells any shares of Common Stock at a Per Share Selling Price (as defined below) lower than either (i) the Share Purchase Price, or (ii) at a discount from Fair Market Value greater than 10%, the Share Purchase Price of the Initial Shares and the Optional Warrant Shares sold to the Investors hereunder shall be adjusted downward (the "Adjusted Per Share Purchase Price") to equal the lower of (x) such lower Per Share Selling Price or (y) the product of (A) the Share Purchase Price divided by .9 and (B) 1.00 minus the discount from Fair Market Value (as defined in the Initial Warrant) in such transaction (expressed as a fraction) and the Investors shall be entitled to receive the additional shares (the "Anti-Dilution Shares") as provided by Section 7.1(c), subject to Section 7.1(d). The Company shall give the Investors written notice of, and issue a press release announcing, any such sale within 24 hours of the closing of any such sale.
Required Adjustments. Notwithstanding anything to the contrary contained in Section 5 herein and except as to (i) sales of shares of Common Stock by the Company upon conversion or exercise of any convertible securities, options or warrants outstanding prior to the date hereof or, (ii) sales of shares of the Company's common stock ("Common Stock") by the Company pursuant to the provisions of any shareholder-approved option or similar plan heretofore adopted by the Company, if during any period a holder of Series B Convertible Preferred Stock holds any Convertible Preferred Stock or is entitled to any accrued but unpaid dividends (the "MFN Period"), the Company sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price") lower than the ceiling Conversion Price, then the ceiling Conversion Price shall be adjusted downward to equal such lower Per Share Selling Price. The Company shall give to each holder of Series B Convertible Preferred Stock written notice of any such sale within 24 hours of the closing of any such sale.
(a) For the purpose of this Section 6, the term "Per Share Selling Price" shall mean the amount actually paid by third parties for each share of Common Stock. A sale of shares of Common Stock shall include the sale or issuance of rights, options, warrants or convertible securities ("derivative securities") under which the Company is or may become obligated to issue shares of Common Stock, and in such circumstances the sale of Common Stock shall be deemed to have occurred at the time of the issuance of the derivative securities and the Per Share Selling Price of the Common Stock covered thereby shall also include the exercise or conversion price thereof (in addition to the consideration per underlying share of Common Stock received by the Company upon such sale or issuance of the derivative security). In the case of any such security issued within the MFN Period in a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below), the Per Share Selling Price shall be deemed to be the lowest conversion or exercise price at which such securities are converted or exercised or might have been 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.
Required Adjustments. If prior to the Effective Date the Company issues or sells any shares of its Common Stock or Common Stock Equivalents (other than Exempt Issuances) at a Subsequent Issuance Selling Price lower than the Per Share Purchase Price, then, in each case, the Per Share Purchase Price hereunder shall be adjusted downward to equal such lower Subsequent Issuance Selling Price and the Purchasers shall be entitled to receive additional shares of Common Stock (“Additional Shares”) and warrants (“Additional Warrants”) to purchase shares of Common Stock (“Additional Warrant Shares”) as set forth in Section 4.16(b) below, subject to Section 4.16(c) below. The Company shall furnish to the Purchasers written notice of, and issue a press release announcing, any such sale within 24 hours of the closing of any such issuance or sale. The term “Shares”, “Warrants” and “Warrant Shares” as used in this Agreement shall include the Additional Shares, Additional Warrants and Additional Warrant Shares issued to the Purchasers pursuant to this Section 4.16.
Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the period ending on the later of (i) thirty-six (36) months following the Closing Date and (ii) thirty-three (33) months following the date of effectiveness of the Registration Statement covering the Shares as contemplated by the Registration Rights Agreement (the "MFN Period"), the Company sells any shares of its Common Stock in a capital raising transaction at a Per Share Selling Price lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares sold to the Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investors shall be entitled to receive the additional shares as provided by Section 7.1(c) and additional Warrants equal to 33% of the additional shares. The Company shall give to the Investors written notice of any such sale within 24 hours of the closing of any such sale. For so long as an Investor owns 51% or more of the Shares originally acquired by such Investor hereunder, such Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1 in respect of all Shares originally acquired; in the event an Investor then owns less than 51% of the Shares originally acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by such Investor as provided in Section 7.1(c). The parties agree that for purposes of this Section 7 (including determination of the number of originally acquired shares held by an Investor) shares of Common Stock sold or otherwise disposed of by an Investor shall be deemed to be those originally acquired hereunder until that number is reduced to zero.
