Common use of Share Issuances Clause in Contracts

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.

Appears in 2 contracts

Samples: Secured Minimum Borrowing Convertible Note (Digital Angel Corp), Secured Revolving Convertible Note (Digital Angel Corp)

AutoNDA by SimpleDocs

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shallshall be immediately reset pursuant to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, simultaneously with and thereafter successively upon each such issue, the happening of such event, Fixed Conversion Price shall be adjusted by multiplying the then current applicable Fixed Conversion Price by a the following fraction, the numerator of which shall be the number of : (A + B) ------------------------ (A + B) + [((C - D) x B) / C] where: A = Actual shares of Common Stock outstanding immediately prior to such event and offering B = Actual shares sold in the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the offering C = Fixed Conversion Price then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.D = Offering

Appears in 2 contracts

Samples: Secured Convertible Term Note (Pipeline Data Inc), Secured Convertible Term Note (Pipeline Data Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Borrower issues any additional shares pursuant to this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C - D) X B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 2 contracts

Samples: Secured Revolving Note (Transgenomic Inc), Secured Convertible Minimum Borrowing Note (Transgenomic Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writingwriting or in filings with the Securities and Exchange Commission or the Securities Purchase Agreement; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset to pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the successive offering C = Fixed Conversion Price D = Offering price

Appears in 2 contracts

Samples: Secured Convertible Term Note (Powercold Corp), Secured Convertible Term Note (Powercold Corp)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued to officers, directors, employees and consultants under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerBorrower or (iv) in connection with acquisition of physician practices or businesses in the ordinary course of business for the Company, for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 2 contracts

Samples: Secured Convertible Term Note (Paincare Holdings Inc), Secured Convertible Term Note (Paincare Holdings Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed in the Exchange Act Filings and the schedules to Holder in writingthe Purchase Agreement; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.6(c) above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note assuming the entire amount of the Note is converted. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 2 contracts

Samples: Secured Convertible Term Note (Biodelivery Sciences International Inc), Secured Convertible Term Note (Biodelivery Sciences International Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.

Appears in 2 contracts

Samples: Secured Revolving Convertible Note (Digital Angel Corp), Secured Minimum Borrowing Convertible Note (Digital Angel Corp)

Share Issuances. Subject to the provisions of this Section 3.63.7, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to Holder in writingthe Purchase Agreement dated as of the date hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the "Purchase Agreement"); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) ), for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectlower Offer Price. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.

Appears in 2 contracts

Samples: Secured Convertible Note (Digital Angel Corp), Secured Convertible Note (Digital Angel Corp)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 2 contracts

Samples: Secured Convertible Minimum Borrowing Note (Global Payment Technologies Inc), Secured Revolving Note (Global Payment Technologies Inc)

Share Issuances. Subject to the provisions of this Section 3.6---------------- 3.5, if the Borrower eLinear shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowereLinear) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower eLinear convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If eLinear issues any additional shares pursuant to this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Elinear Inc)

Share Issuances. Subject to the provisions of this Section 3.62.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 2.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee equity incentive stock option and/or any qualified stock option plan for directors, officers or employees adopted by the BorrowerParent; or (iv) the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the Notes or Warrants) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange exchange, as applicable, of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Revolving Note (Miscor Group, Ltd.)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula set forth below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.securities pursuant to the formula below. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------- A + B ----------------------------- (A + B) + [((C - D) x B) / C] ----------------------------- A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Term Note (Riviera Tool Co)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued to officers, directors, employees and consultants under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerBorrower or (iv) in connection with acquisition of businesses or assets by the Borrower in the ordinary course of its business consistent with past practices, for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to this subsection B then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 1 contract

Samples: Convertible Term Note (Axesstel Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, other than the disclosure made by the Company to the Holder on Schedule 12(c)(ii) to the Security Agreement; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectlower Offer Price. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Catalyst Lighting Group Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (including, without limitation, the options, warrants or other obligations expressly set forth in the Disclosure Schedules to the Security Agreement); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerParent) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ______________________________________ A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Note (Integrated Security Systems Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (either in a Schedule to the Security Agreement or in any of the Parent's SEC Reports or Exchange Act Filings); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerParent) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------- A + B -------------------------- (A + B) + [((C - D) x B) / C] -------------------------- A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price =D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Pacific Cma Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued to officers, directors, employees and consultants under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerBorrower or (iv) in connection with acquisition of physician practices or businesses in the ordinary course of business for the Company, for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 1 contract

Samples: Secured Convertible Term Note (Paincare Holdings Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower; or (iv) shares of Common Stock not to exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to the one year anniversary of the issuance thereof , (y) such shares are issued at a price per share no less than 100% of the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (z) such shares are issued in connection with acquisitions, joint ventures and other business development initiatives) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectlower Offer Price. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.

Appears in 1 contract

Samples: Secured Revolving Note (Greenman Technologies Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee equity incentive stock option and/or any qualified stock option plan for directors, officers or employees adopted by the BorrowerCompany; or (iv) the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the Notes or Warrants) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange exchange, as applicable, of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Term Note (Miscor Group, Ltd.)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Term Note (Vicom Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Note (Conversion Services International Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Note (Conversion Services International Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections Subsection A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued to officers, directors, employees and consultants under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerBorrower or (iv) in connection with acquisition of businesses or assets by the Borrower in the ordinary course of its business consistent with past practices) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to this subsection B then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 1 contract

Samples: Convertible Term Note (Axesstel Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, other than the disclosure made by the Company to the Holder on Schedule 12(c)(ii) to the Security Agreement (as defined in Section 4.9); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectlower Offer Price. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Term Note (Catalyst Lighting Group Inc)

Share Issuances. Subject to the provisions of this Section 3.63.2, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.2(b) (A) or B (B) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.2 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Convertible Note (Nestor Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.. If the Corporation issues any additional shares pursuant to Section 3.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Inyx Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering

Appears in 1 contract

Samples: Convertible Term Note (Inyx Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option bonus plan adopted by the BorrowerCompany) or (iv) pursuant to an acquisition of a company (including stock or assets) by the Company for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be

Appears in 1 contract

Samples: Convertible Term Note (Fortune Diversified Industries Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower); or (iv) pursuant to shares and/or options or warrants to purchase shares granted in connection with the acquisition of another company (provided all assets acquired in such acquisition are delivered at the closing of such acquisition as collateral securing the obligations of the Company under the note and the Related Documents)) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note .

Appears in 1 contract

Samples: Secured Convertible Term Note (Cardiogenesis Corp /Ca)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------------- A + B ----------------------------------- (A + B) + [((C - D) x B) / C] ----------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Convertible Term Note (Inyx Inc)

Share Issuances. Subject to the provisions of this Section 3.62.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 2.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (including, without limitation, the options, warrants or other obligations expressly set forth in the Disclosure Schedules to the Security Agreement); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerParent) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 1 contract

Samples: Secured Revolving Note (Integrated Security Systems Inc)

AutoNDA by SimpleDocs

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Borrower issues any additional shares pursuant to this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

Appears in 1 contract

Samples: Secured Convertible Note (Transgenomic Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower a21 shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.4(a), (b) or B (c) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writinghereof; or (iii) pursuant to options that may be issued under options, warrants, shares or other obligations to issue shares as consideration for the purchase price in connection with the acquisition of any employee incentive stock option and/or any qualified stock option plan adopted person’s or entity’s equity interests or assets which have been approved by a majority of the Borrowerindependent directors serving on a21’s Board of Directors; (iv) pursuant to incentives granted by a21 pursuant to plans approved by a21’s Board of Directors; or (v) pursuant to a joint venture, strategic alliance or comparable agreement which have been approved by a majority of the independent directors serving on a21's Board of Directors) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then subject to the limitations set forth in the next sentence (x) in respect of any Follow On Offerings, the Fixed Conversion Price shall, simultaneously with shall be immediately reset to the happening lowest Offer Price of such eventFollowing On Offerings and (y) with respect to all other offerings, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted immediately reset pursuant to the formula in the same manner upon the happening of any successive event or events described herein in this subsection C. paragraph below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.; provided, however, that notwithstanding anything to the contrary set forth herein, the Fixed Conversion Price shall in no event, at anytime, be less than $0.50 (as the same may be adjusted pursuant to Sections 3.4(a), (b) and (c) above). No Follow On Offerings shall in any event have an Offer Price of less than $0.50. The Fixed Conversion Price shall only be adjusted downward. Other than with respect to a Follow On Offering, if the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.4 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

Appears in 1 contract

Samples: Secured Convertible Term Note (A21 Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount principal amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Borrower issues any additional shares pursuant to this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

Appears in 1 contract

Samples: Secured Convertible Note (Home Solutions of America Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower Company shall at any time prior to the conversion or repayment in full exercise of the Principal Amount this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A or B aboveSection 4 below; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified or director stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect Fair Market Value at the time of such issuance, then the Fixed Conversion Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Exercise Price only upon the conversion, exercise or exchange issuance of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fair Market Value pursuant to this Section 3.4 then, and thereafter successively upon each such issue, the Exercise Price shall be adjusted by multiplying the then applicable Exercise Price by the following fraction: A = All then-outstanding Common Stock of the Company (including also, as if outstanding, the total amount of shares convertible pursuant to the Laurus Note) B = Actual shares sold in the offering C = Exercise Price D = Offer Price

Appears in 1 contract

Samples: Warrant Agreement (Path 1 Network Technologies Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non qualified stock option plan adopted by the Borrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shallshall be immediately reset pursuant to the formula below If the Borrower issues any additional shares pursuant to Section 3.4 above then, simultaneously with and thereafter successively upon each such issue, the happening of such event, Fixed Conversion Price shall be adjusted by multiplying the then current applicable Fixed Conversion Price by a the following fraction, the numerator of which shall be the number of : (A + B) ------------------------ (A + B) + [((C - D) x B) / C] where: A = Actual shares of Common Stock outstanding immediately prior to such event and offering B = Actual shares sold in the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effect. The offering C = Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.

Appears in 1 contract

Samples: Secured Convertible Term Note (Pipeline Data Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Conversion Services International Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified or director stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = All then-outstanding Common Stock of the Company (including also, as if outstanding, the total amount of shares convertible pursuant to this Note) B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Term Note (Path 1 Network Technologies Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset to an Offer Price determined pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an such adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities. If the Corporation issues any additional securities convertible into Common Stock or shares of Common Stock pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price .

Appears in 1 contract

Samples: Secured Convertible Term Note (Global Payment Technologies Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Conversion Services International Inc)

Share Issuances. Subject to the provisions of this Section 3.63.3, if the Borrower Company shall at any time prior to the conversion or repayment exercise in full of the Principal Amount this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B subsection 4(a) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer Price") less than the Fixed Conversion any Exercise Price in effect at the time of such issuance, the Fixed Conversion then such Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred to above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise Price shall be adjusted by multiplying each then applicable Exercise Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares exercisable pursuant to this Warrant and convertible pursuant to the Note (as defined below) and each secured minimum borrowing note issued pursuant to the Security Agreement (as defined below). B = Actual shares sold in the offering C = Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.D = Offering Price

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Comc Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and lower Offer Price pursuant to the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: --------------------------- A + B --------------------------- (A + B) + [((C - D) x B) / C] --------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Conversion Services International Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously shall be immediately reset to in accordance with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the offering

Appears in 1 contract

Samples: Secured Convertible Term Note (Dynamic Health Products Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified or non-qualified stock option plan plans adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shallshall be immediately reset pursuant to the formula below: If the Borrower issues any additional shares pursuant to Section 2.5 above then, simultaneously with and thereafter successively upon each such issue, the happening of such event, Fixed Conversion Price shall be adjusted by multiplying the then current applicable Fixed Conversion Price by a the following fraction, the numerator of which shall be the number of : A = Actual shares of Common Stock outstanding immediately prior to such event and offering B = Actual shares sold in the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the offering C = Fixed Conversion Price then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities.D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Micro Component Technology Inc)

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than or an affiliate of the Holder except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options or stock that may be issued under any employee incentive stock option and/or any qualified stock option or stock purchase plan adopted by the Borrower) or (iv) in connection with a bona fide joint venture, development agreement, strategic partnership, equipment lease financing, or real estate leasing transaction that does not raise equity capital for the Borrower for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above that require a reset of the then applicable Fixed Conversion Price, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Securities Purchase Agreement (Bam Entertainment Inc)

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, other than the disclosure made by the Company to the Holder on Schedule 12(c)(ii) to the Security Agreement; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer OFFER Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior reset to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectlower Offer Price. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Company issues any additional shares pursuant to Section 2.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Revolving Note (Catalyst Lighting Group Inc)

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon at the conversion, exercise or exchange time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Inyx Inc)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee equity incentive stock option and/or any qualified stock option plan for directors, officers or employees adopted by the BorrowerParent; or (iv) the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the Notes or Warrants) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange exchange, as applicable, of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Miscor Group, Ltd.)

Share Issuances. Subject to the provisions of this Section 3.62.6, if the Borrower Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 2.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer PriceOFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula set forth below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.securities pursuant to the formula below. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------- A + B ` ----------------------------- (A + B) + [((C - D) x B) / C] ----------------------------- A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Appears in 1 contract

Samples: Secured Revolving Note (Riviera Tool Co)

Share Issuances. Subject to the provisions of this Section 3.6, if the Borrower Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (otherwise than except (i) pursuant to Subsections A Sections 3.6(a) or B (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerParent) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be immediately reset pursuant to the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price then in effectformula below. The Fixed Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange issuance of such securities.. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price

Appears in 1 contract

Samples: Secured Convertible Minimum Borrowing Note (Dynamic Health Products Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!