When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Issuer issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Common Stock pursuant to an Issuer plan providing for reinvestment of dividends or interest or in the event the par value of the Common Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 13.7, 13.8 or 13.9 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to such cash. Interest will not accrue on such cash.
When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Parent issues, in exchange for cash, property or services, shares of Parent Stock, or any securities convertible into or exchangeable for shares of Parent Stock, or securities carrying the right to purchase shares of Parent Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Parent Stock pursuant to a Parent plan providing for reinvestment of dividends or interest or in the event the par value of the Parent Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 10.07, 10.08 or 10.09 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Parent Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. 51
When Adjustment Is Not Required. The provisions of Section 3.4(a) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is made under Section 3.2 or Section 3.3. Subject to Section 3.7, no adjustment of the Warrants or the Warrant Price shall be made under this Section 3.4 upon the issuance of any Additional Shares of Common Stock which are or are deemed to be issued pursuant to (i) the exercise of any Existing Rights in accordance with the terms thereof in effect on the Closing Date or (ii) the exercise of any other Rights or the exercise of any conversion or exchange rights in any other Convertible Securities if, in the case of any such Rights or Convertible Securities referred to in this clause (ii) any such adjustment shall previously have been made, or no such adjustment shall have been required to be made, upon the issuance of such Rights or upon the issuance of such Convertible Securities (or upon the issuance of any Rights therefor) pursuant to Section 3.5 or Section 3.6.
When Adjustment Is Not Required. No adjustment in the Exercise Price or the numbers of Warrant Shares need be made under this Article 4 in connection with any of the following: A change in the par value of the Common Stock; provided, however, that in no event shall the Corporation increase the par value of the Common Stock to an amount greater than the Exercise Price that would be in effect subsequent to the transaction in which the par value would be increased. A grant of employee stock options or other stock awards or plans (i) which are exercisable at the current market price of the Common Stock at the date of such award (calculated in accordance with any such option plan) and (ii) which in the aggregate do not exceed 10% of the outstanding Common Stock of the Corporation, on a fully diluted basis. Any employee stock options granted which exceed such percentage shall be considered in connection with the adjustments under Section 0.
When Adjustment Is Not Required. No adjustment in the Conversion Price need be made for a change in the par value of the Common Stock.
When Adjustment Is Not Required. Notwithstanding any provision herein to the contrary, no adjustment shall be made in the Conversion Price as a result of (1) the issuance of Common Stock upon conversion of any shares of Series A Preferred Stock; (2) the issuance of Series A Preferred Stock upon conversion of any outstanding convertible notes in existence as of the Closing Date; (3) the issuance of dividends or other distributions on the Series A Preferred Stock; (4) the issuance of warrants or other securities to financial institutions or lenders in connection with lease lines or loans approved by the Corporation's Board of Directors; (5) the issuance of stock, warrants or options to employees, directors or consultants of the Company as approved by the Corporation's Board of Directors at a price not less than 85% of the then applicable Series A Conversion Price; (6) the exercise of any warrants, options or other convertible securities in existence as of the Closing Date for the purchase of Common Stock; or (7) any subdivisions or combination affecting the Common Stock or the issuance of shares of Common Stock pursuant to a stock dividend or other distribution on Common Stock if an appropriate adjustment to the Series A Conversion Price, is made pursuant to Subsection 5(d).
When Adjustment Is Not Required. Unless this Section 5 provides otherwise, no adjustment in the Conversion Price shall be made because the Corporation issues, in exchange for cash, property or services, Common Stock, or any securities convertible into or exchangeable for Common Stock, or securities carrying the right to purchase Common Stock or such convertible or exchangeable securities. Furthermore, no adjustment in the Conversion Price need be made under this Section 5 in the event the par value of the Common Stock is changed; provided, however, that in no event shall the Corporation increase the par value of the Common Stock to an amount greater than the Conversion Price that would be in effect subsequent to the transaction in which the par value would be increased.
When Adjustment Is Not Required. If the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution to which the provisions of this Section 8 would apply, but shall, thereafter and before the distribution to shareholders thereof, legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.
When Adjustment Is Not Required. If the Company shall take a record of the holders of WRT Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.
When Adjustment Is Not Required. Unless this Article Ten provides otherwise, no adjustment in the conversion price shall be made because the Company issues, in exchange for cash, property or services, Common Shares, or any securities convertible into or exchangeable for Common Shares, or securities carrying the right to purchase shares of Common Shares or such convertible or exchangeable securities. Furthermore, no adjustment in the conversion price need be made under this Article Ten for (i) sale of Common Shares pursuant to a Company plan providing for reinvestment of dividends or interest or in the event the par value of the Common Shares is changed; or (ii) conversion of Class B Common Stock.
