Sale of Shares Below Purchase 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 Purchase Price, 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 the Effective Price for such Additional Shares of Common Stock.
Sale of Shares Below Purchase Price. (1) Subject to the exceptions set forth in SECTION 4.C(5), if the Company issues or sells, or is deemed by the express provisions of this SECTION 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in SECTION 4.E, for an Effective Price (as hereinafter defined) less than the then existing Purchase Price, then and in each such case:
Sale of Shares Below Purchase Price. (1) If at any time or from time to time on or after the Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this Section 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in Section 4.E, for an Effective Price (as hereinafter defined) less than the then existing Purchase Price, then and in each such case
Sale of Shares Below Purchase Price. (1) Subject to the exceptions set forth in Section 4.C(5), if the Company issues or sells, or is deemed by the express provisions of this Section 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in Section 4.E, for an Effective Price (as hereinafter defined) less than the then existing Exercise Price, then and in each such case, such Exercise Price shall be reduced, concurrently with such issue, to a price per share (calculated to the nearest cent) determined by multiplying the then-applicable Exercise Price by a fraction, (i) the numerator of which shall be the number of shares of the Company's Common Stock issued and outstanding (on an as-converted, fully-diluted basis) immediately prior to such issuance plus the quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued by (y) the Exercise Price per share, and (ii) the denominator of which shall be the number of shares of the Company's common stock issued and outstanding (on a fully-diluted basis) immediately prior to such issuance plus the number of Additional Shares of Common Stock so issued.
Sale of Shares Below Purchase Price. (1) Subject to the exceptions set forth in Section 4.C(5), if the Company issues or sells, or is deemed by the express provisions of this Section 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in Section 4.E, for an Effective Price (as hereinafter defined) less than the then existing Purchase Price, then, 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, such that it is equal to the lowest Effective Price at which any Additional Shares of Common Stock are issued.
Sale of Shares Below Purchase Price. (1) If at any time or from time to time during the twelve-month period immediately following the Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this Section 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in Section 4.E, for an Effective Price (as hereinafter defined) less than the Purchase Price or, if an adjustment in the Purchase Price has theretofore been made, then less than the existing Purchase Price, then and in each such case
Sale of Shares Below Purchase Price. (1) Subject to the exceptions set forth in Section 4.C(5), until the earlier to occur of (i) the effective date of a public offering of the Company's securities at no less than 75% of the then current Purchase Price of this Warrant and in which no less than $5,000,000 in gross proceeds are raised, and (ii) the date eighteen (18) months following the Original Issuance Date, if the Company issues or sells, or is deemed by the express provisions of this Section 4.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 4.D and other than upon a subdivision or combination of shares of Common Stock as provided in Section 4.E, for an Effective Price (as hereinafter defined) less than the then existing Purchase Price, then and in each such case:
Sale of Shares Below Purchase Price. (1) If at any time or from time to time following the later to occur of the Original Issuance Date or closing date of the Recapitalization 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 (i) in the Recapitalization Financing or (ii) 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 Purchase Price, 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 the Effective Price for such Additional Shares of Common Stock.
Sale of Shares Below Purchase Price. (1) If at any time or from time to time on or after the Original Issuance Date, the Company issues or sells, or is deemed by the express provisions of this Section 4.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 or upon a subdivision or combination of shares of Common Stock, for an Effective Price (as hereinafter defined) less than the then existing Purchase Price, then and in each such case the Purchase Price shall each time be reduced to the Effective Price at the number of shares of Common Stock issuable upon exercise of these Warrants shall be increased proportionally.
Sale of Shares Below Purchase Price. If Cendant issues or sells Additional Shares of Xxxx.xxx Stock (as defined below) after the date hereof for aggregate consideration of at least $10 million, in any transaction or series of related transactions (including in an initial public offering of the Xxxx.xxx Stock (an "IPO"), for an Effective Price (as defined below) less than the Effective Price of the Shares (a "Qualifying Transaction"), Cendant shall transfer to Liberty Digital a number of shares of Series A Common Stock equal to the quotient of (a)(i) $50 million MINUS (ii) the product of (A) 1,598,030 (as adjusted for stock splits, stock dividends, combinations, or other recapitalizations occurring after the date hereof and affecting the Xxxx.xxx Stock) MULTIPLIED BY (B) the Effective Price of the Additional Shares of Xxxx.xxx Stock issued or sold in such Qualified Transaction, DIVIDED BY (b) the Liberty Digital Stock Value. Cendant's obligation to transfer shares of Series A Common Stock pursuant to this Section 4.9 shall only apply to one Qualifying Transaction which occurs upon the earlier of (i) the consummation of an IPO or (ii) June 30, 2001 (the earlier of such dates, the "Measurement Date"). Within five business days following the Measurement Date, Cendant shall transfer to Liberty Digital a number of shares of Series A Common Stock calculated pursuant to the formula described in the preceding paragraph, using the lowest Effective Price of the Additional Shares of Xxxx.xxx Stock applicable to any Qualifying Transaction occurring after the date hereof and on or prior to the Measurement Date.
