Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price, then and in each such case the then existing Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying that Conversion Price by a fraction 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 or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, plus (C) the number of shares of Common Stock underlying Other Securities (as hereinafter defined) and the denominator of which shall be (X) the number of shares of Common Stock outstanding at the close of business on the date of such issue after giving effect to such issue of Additional Shares of Common Stock, plus (Y) the number of shares of Common Stock underlying the Other Securities at the close of business on the date of such issue or sale.
Sale of Shares Below Conversion Price. (a) If at any time or from time to time after the Closing Date, the Company issues or sells Additional Shares of Common Stock (as hereinafter defined), or securities convertible into or exchangeable for Additional Shares of Common Stock, in connection with a transaction resulting in gross proceeds to the Company of at least $1,000,000 (a “Subsequent Financing”) for an Effective Price (as hereinafter defined) less than the then existing Conversion Price (i) on or before the one-year anniversary of the Closing Date, then the Conversion Price shall be reduced to an amount equal to such Effective Price effective as of the closing of such Subsequent Financing or (ii) at any time following the one-year anniversary of the Closing Date, then the Conversion Price shall be reduced, effective as of the closing of such Subsequent Financing, to a price determined by multiplying that Conversion Price by a fraction, the numerator of which shall be (A) the number of shares of Common Stock outstanding as of the close of business on the day preceding the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (B) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock (or securities convertible into or exchangeable for Additional Shares of Common Stock) so issued would purchase at such Conversion Price (prior to such adjustment) and the denominator of which shall be (X) the number of shares of Common Stock outstanding immediately prior to the closing of the Subsequent Financing (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of all rights, options or warrants or upon conversion of all securities convertible into or exchangeable for Common Stock (including the Series 1-A Preferred Stock, the Series 2-A Preferred Stock and the Series 5-A Preferred Stock) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Y) th...
Sale of Shares Below Conversion Price. (a) In the event the Company shall at any time issue Additional Stock (as defined hereafter) at a price per share less than the Exercise Price then in effect or without consideration (a “Trigger Issuance”) then the Exercise Price then in effect upon each such issuance shall be adjusted to a price determined as follows: Exercise Price = (A x B) + D A + C Where:
Sale of Shares Below Conversion Price. 6.4.1 If at any time or from time to time the Company issues or sells, or is deemed by the express provisions of this subsection 6.4.1 to have issued or sold, Additional Shares of Common Stock (as defined herein), other than as provided in Sections 6.1 through 6.3 above, for an Effective Price (as defined herein) less than the then effective Conversion Price, then and in each such case the then existing Conversion Price shall be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Conversion Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock Deemed Outstanding (as defined herein) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock that the Aggregate Consideration Received (as defined herein) by the Company for the total number of Additional Shares of Common Stock so issued could purchase at such Conversion Price, and (ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of this paragraph, the number of shares of Common Stock Deemed Outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually "Outstanding," (B) the number of shares of Common Stock into which then outstanding Notes could be exercised if fully exercised on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the day immediately preceding the given date.
Sale of Shares Below Conversion Price. (1) If at any time or from time to time after the date hereof the Company issues or sells, or is deemed by the express provisions of this Section 3(g) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 2 and other than upon a subdivision or combination of shares of Common Stock as provided in Section 2, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price, then and in each such case the then existing Conversion Price shall be reduced to such Effective Price.
Sale of Shares Below Conversion Price. If at any time prior to the Maturity Date, Borrower issues or sells any additional shares of Preferred Stock or Common Stock at a price less than the Interest Conversion Price (the “New Share Price”), the Interest Conversion Price shall be reduced to the New Share Price, and the Principal Conversion Price shall be reduced proportionately based on the New Share Price.
Sale of Shares Below Conversion Price. (i) If at any time or from time to time after the Series B Original Issue Date, the Corporation issues or sells, or is deemed by the express provisions of this Section 4(i) to have issued or sold, Additional Shares of Common Stock (as defined herein), other than as a dividend or other distribution on any class of stock as provided in Section 4(f) above, and other than a subdivision or combination of shares of the Common Stock as provided in Section 4(e) above, for an Effective Price (as defined herein) less than the then-effective Series A Preferred Conversion Price or Series B Preferred Conversion Price, then and, in each such case, the then-effective Series A Preferred Conversion Price and/or Series B Preferred Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying such Series A Preferred Conversion Price and/or Series B Preferred Conversion Price in effect immediately prior to such issuance or sale by a fraction:
Sale of Shares Below Conversion Price. (1) If at any time or from time to time following the Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this SECTION 4(F) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock and other than upon a subdivision or combination of shares of Common Stock, in either case as provided in SECTION 4(A) above, for an Effective Price (as hereinafter defined) less than the then existing Conversion Price (as hereinafter defined), then and in each such case the then existing Purchase Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price equal to one hundred percent (100%) of the Conversion Price as adjusted pursuant to Section 3(e) of the Company's Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock designating the rights, preferences and privileges of the Preferred Stock ("CERTIFICATE OF DESIGNATION").
Sale of Shares Below Conversion Price. (i) If, during any period of 30 Trading Days referenced in determination of a Conversion Price, the Borrower issues or sells, or is deemed by the express provisions of this subsection f to have issued or sold, Additional Shares of Common Stock (as defined in subsection (iv) below)), other than as a dividend or other distribution on any class of stock as provided in Sections 2(b) or 2(c) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 2(a) above, for an Effective Price (as defined in subsection f(iv) below) less than the average of the VWACS during the ten (10) consecutive Trading Days immediately preceding such date of issuance or sale, then and in each such case the VWACS for such Trading Days prior to such issuance or sale shall be decreased, as of the opening of business on the date of such issuance or sale, to a price equal to the Effective Price for the Additional Shares of Common Stock.
Sale of Shares Below Conversion Price. (i) If, at any time or from time to time after the Original Issue Date, the Company shall issue or sell Additional Common Shares (as hereinafter defined), other than as a dividend and other than upon a subdivision or combination of Common Shares as provided in paragraph 5(e) of this Section I, for a consideration per share less than the then existing Conversion Price for the Series A Preferred Shares (or, if an adjusted Conversion Price shall be in effect by reason of one or more previous adjustments, then less than such adjusted Conversion Price), then in each case the then Conversion Price for the Series A Preferred Shares shall be reduced, as of the opening of business on the date of such issue or sale, to a price equal to such consideration per share.
