Shares Issuable Clause Samples

Shares Issuable. The number of shares of Common Stock “obtainable upon exercise” of Warrants at any time shall be the number of shares of Common Stock into which such Warrants are then exercisable. The Company will confirm the number of shares obtainable upon exercise if so requested by the Warrant Agent. The number of shares of Common Stock “into which each Warrant is exercisable” shall be one (1) share, subject to adjustment as provided in Section 5.1.

Shares Issuable. The number of Ordinary Shares “obtainable upon exercise” or “issuable upon exercise” of a Warrant at any time shall be the number of Ordinary Shares for which such Warrant is then exercisable. The number of Ordinary Shares “for which each Warrant is exercisable” shall be one (1) share, subject to adjustment as provided in Section 4.1.

Shares Issuable. To determine the number of Warrant Shares for which the Warrant may be exercised, the Company shall determine the average Closing Price (as defined below) of the Common Stock for the (i) fifteen (15) consecutive trading days immediately preceding the Determination Date and (ii) the thirty (30) consecutive trading days ending fifteen (15) trading days prior to the Determination Date, and shall calculate the number of shares of the Common Stock, or fraction thereof, which could be purchased at the greater of such two average Closing Prices for a purchase price of twenty-five cents ($0.25). The result of this calculation shall be the "Share Factor." The Share Factor shall be multiplied by the number of Warrants stated on the first page of this Warrant to determine the number of whole shares for which this Warrant may be exercised. Fractional shares resulting from aggregate exercises shall be rounded to the nearest whole share.

Shares Issuable. The number of shares of Class A Common Stock “obtainable upon exercise” of Warrants at any time shall be the number of shares of Class A Common Stock for which such Warrants are then exercisable. The number of shares of Class A Common Stock “for which each Warrant is exercisable” shall be one (1) share, subject to adjustment as provided in Section 4.1.

Shares Issuable. The number of whole shares of Subsequent Junior Preferred Stock (as defined in the Merger Agreement) into which this Note may be converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount outstanding hereunder by the Second Valuation Amount (as defined in the Merger Agreement).

Shares Issuable. The number of Warrant Shares "issuable upon exercise" of Warrants at any time shall be the number of Warrant Shares into which such Warrants are then exercisable. The number of Warrant Shares "into which each Warrant is exercisable" initially shall be one share, subject to adjustment as provided in Section 6.1. 4. REGISTRATION RIGHTS The Warrantholders and holders of Warrant Shares shall have the registration rights provided for in any relevant Registration Rights Agreement. The Warrant Agent shall keep copies of any Registration Rights Agreement (to the extent the Company has provided any such Registration Rights Agreement to the Warrant Agent) available for inspection by the Holders during normal business hours at its Corporate Agency office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of the Registration Rights Agreement as the Warrant Agent may request.

Shares Issuable. The number of whole shares of Preferred Stock into which this Note may be voluntarily converted (“Conversion Shares”) shall be determined by dividing the aggregate principal amount borrowed hereunder together with all accrued interest to the date of conversion by the Conversion Price (hereinafter defined). The “Conversion Price” shall mean the lesser of (i) the per-share purchase price of the Company’s Series A Preferred Stock and (ii) the per-share purchase price of any class of the Company’s Preferred Stock.

Shares Issuable. (a) The number of whole shares of Series B Preferred Stock into which this Note shall be converted pursuant to Section 2.1 hereof shall be determined by dividing (i) the aggregate principal amount of this Note, together with all accrued interest to the date of conversion, by (ii) the Series B Conversion Price. The Series B Conversion Price shall be equal to the purchase price of Series B Preferred Stock as determined at the first closing of the Financing (the "Series B Conversion Price"). (b) The Series B Preferred Stock shall be issued to the Holder upon execution of a Series B Preferred Stock Purchase Agreement, identical to the Series B Preferred Stock Purchase Agreement executed by all parties to the Financing together with all documents relating thereto (the "Series B Documents"), upon such terms and subject to such conditions as contained in the Series B Documents.

Shares Issuable. The number of Company shares to be issued upon conversion of the Note shall be calculated by dividing the outstanding principal amount, plus any accrued interest due and owing on the Note, by fifty (50%) percent of the average closing price of the Company’s Common Stock in the over the counter market or on a listed exchange beginning 15 trading days following the closing of the Transaction. The average closing price will be determined by adding the closing prices for the Company’s common stock for ten consecutive trading days immediately preceding written notice of conversion by ten (10). For example, if the average closing price was $1.00 for that ten-day period, and the Principal of $100,000 plus accrued interest of $10,000 would be convertible into 220,000 Conversion Shares ($110,000 / (.5 X $1.00) = 220,000 shares).