Sale of Shares Below Exercise Price. (i) If the Corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than $7.75 (adjusted appropriately for stock dividends, splits, combinations and similar transactions) in effect immediately prior to the issuance of such Additional Stock in a transaction not subject to Section 11.1(a), (b) or (c) above, the Exercise Price in effect immediately prior to issuance of such Additional Stock (except as otherwise provided in this Section 11.1(d)) shall be adjusted down to a price equal to the quotient obtained by dividing the total computed under clause (x) below by the total computed under clause (y) below as follows:
Sale of Shares Below Exercise Price i. If at any time or from time to time after the Initial Exercise Date but prior to the nine-month anniversary of the date on which each Note is repaid in full, the Company grants, issues or sells Additional Shares of Common Stock (a “Subsequent Financing”) for an Effective Price less than the then existing Exercise Price, then the Exercise Price shall be reduced, effective as of the closing of such Subsequent Financing, to a price determined by multiplying that Exercise 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 this Warrant) 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 so issued would purchase at such Exercise 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 this Warrant) outstanding as of the close of business on the day preceding the closing of the Subsequent Financing) plus (Y) the number of such Additional Shares of Common Stock issued or sold in the Subsequent Financing. For the purpose of making any adjustment required under this Section 3(e), the consideration received by the Company for any issue or sale of securities in a Subsequent Financing shall (A) to the extent it consists of cash be computed at the amount of cash received by the Company, (B) to the extent it consists of property other than cash, be computed at the fair market value of that property as reasonably determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities or Options are issued or sold together with other st...
Sale of Shares Below Exercise Price. (a) If at any time or from time to time after the Initial Exercise Date, the Company issues or sells, or is deemed by the express provisions of this Section 4.4(a) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as provided in Section 4.1, Section 4.2 or Section 4.3, for an Effective Price (as defined below) less than the then effective Exercise Price (such issuance, a “Qualifying Dilutive Issuance”), then and in each such case, the then existing Exercise Price shall be reduced, as of the opening of business on the date immediately after such issue or sale, to a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction:
Sale of Shares Below Exercise Price. (i) If the Company shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c) above, the Exercise Price in effect immediately prior to issuance of such Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be adjusted
Sale of Shares Below Exercise Price. (i) If at any time prior to the date hereof, the Company issues or sell; or is deemed by the express provisions of this subsection (i) to have issued or sold, Additional Shares of Common Stock (as defined in subsection 11(f)(iv) below), other than as a dividend or other distribution on any class of stock as provided in Section 11(e) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 11(d) above, for an Effective Price (as defined in subsection 11(f)(iv) below) less than the then effective applicable Exercise Price, then and in each such case the then existing Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the Effective Price. No adjustment shall be made to the Exercise Price in an amount less than one cent per share. Any adjustment otherwise required by this Section 11(f) that is not required to be made due to the preceding sentence shall be included in any subsequent adjustment to the Exercise Price.
Sale of Shares Below Exercise Price. Subject to the exceptions set forth in Section 7(e)(iii), commencing on the Original Issuance Date and terminating on the Expiration Date, if the Company at any time, or from time to time, issues or sells, or is deemed by the provisions of this Section 7(e) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), for an Effective Price (as hereinafter defined) that is less than the then existing Exercise Price, then and in each such case the then existing Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, concurrently with such issuance of Additional Shares of Common Stock (a “Diluting Issuance”), to the Effective Price of the Additional Shares of Common Stock sold (or deemed sold) that gave rise to an adjustment in the Exercise Price pursuant to this Section 7(e).
Sale of Shares Below Exercise Price. (a) If at any time or from time to time after the date hereof, the Company issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock (as defined below), for an Effective Price (as defined below) less than the then effective Exercise Price, then and in each such case, the then existing Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined as set forth below and the Holder shall have the right to purchase on exercise of the Warrant the number of shares of Common Stock obtained by dividing the Aggregate Exercise Price by the Exercise Price as reduced. The Exercise Price shall be reduced by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction equal to:
Sale of Shares Below Exercise Price. (i) If at any time or from time to time the Corporation issues or sells, or is deemed by the express provisions of this subsection (i) to have issued or sold, Additional Shares of Common Stock (as defined herein), other than as provided in Sections 3.a through 3.c above, for an Effective Price (as defined herein) less than the then effective Exercise Price, then and in each such case the then existing Exercise 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 Exercise Price by a fraction (i) the numerator of which shall be (A) the number of
Sale of Shares Below Exercise Price. (A) If at any time or from time to time prior to January 1, 2001, the Company issues or sells, or is deemed by the express provisions of this subsection (v) to have issued or sold, Additional Shares of Common Stock, other than as a dividend or other distribution on any class of stock as provided in Section 3.1(a)(ii) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 3.1(a)(i) above, for an Effective Price less than the then effective Exercise Price, then and in each such case the then existing Exercise Price shall be reduced, as of the opening of business on the date of such issue or sale, to the price at which such Additional Shares of Common Stock are issued.
Sale of Shares Below Exercise Price. (1) If at any time or from time to time during the twelve-month period immediately following the Initial Warrant Exercise Date , the Company issues or sells, or is deemed by the express provisions of this Section 8(c) 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 8(d) and other than upon a subdivision or combination of shares of Common Stock as provided in Section 8(e), for an Effective Price (as hereinafter defined) less than the Exercise Price or, if an adjustment in the Exercise Price has theretofore been made, then less than the existing Exercise Price, then and in each such case
