Adjustment for Sale of Common Stock Below Current Market Value Sample Clauses

Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than (1) Contingent Warrants, (2) pursuant to the exercise of the Warrants, any Common Stock or any security convertible into, or exchangeable or exercisable for, the Common Stock as to which the issuance thereof has previously been the subject of any required adjustment pursuant to this Article V, (3) the issuance of Common Stock upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement, including the Warrants and Contingent Warrants issued pursuant to the Indenture (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement), (4) any equity securities issued in connection with an underwritten public offering at a price which a nationally -recognized managing underwriter determines to equal the fair market value of such securities, (5) Common Stock or options, warrants or other Common Stock purchase rights, or the Common Stock issued pursuant to such options, warrants or other rights, granted or sold to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to stock purchase, stock option or other plans or arrangements that are approved by the Board of Directors of the Company (collectively, "EMPLOYEE EQUITY ARRANGEMENTS") or (6) equity securities issued in connection with strategic transactions between the Company and one or more other entities (but not including Affiliates (as defined in the Indenture)) that have been approved by the Board of Directors of the Company (collectively, "STRATEGIC TRANSACTIONS"), including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; PROVIDED, HOWEVER, that this exception shall not be applicable to the extent that the aggregate number of shares of Common Stock issued or issuable pursuant to Employee Equity Arrangements and Strategic Transactions at less than current market value shall exceed 134,755 shares of Common Stock) then, unless the Board of Directors determines in good faith that, taking into account all relevant circumstances, the Company has not sold any such securities for less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula below: E' = E...
Sample 1See All (5)
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Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company grants or sells to any Interested Person (other than a wholly-owned subsidiary) any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for shares of Common Stock outstanding as of the date of this Agreement, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an adjustment pursuant to this Article V has previously been made, or (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement)), the Exercise Rate for each Warrant then outstanding shall be adjusted in accordance with the following formula: E' = E x (O + N) --------------- (O + (N x P/M)) where:
Sample 1See All (4)
Adjustment for Sale of Common Stock Below Current Market Value. (i) If, after the date hereof, Parent makes a Dilutive Issuance other than an Excluded Conversion Adjustment, the Warrant Price shall be adjusted in accordance with the formula: WP’ = WP(CS+(AC/WP)) CS+AS WP’ = The adjusted Warrant Price; WP = The Warrant Price prior to the Dilutive Issuance; AC= Aggregate consideration paid for the securities issued in the Dilutive Issuance; CS = Common Stock Outstanding prior to the Dilutive Issuance; and AS = Number of shares of securities (on as-converted basis) issued in the Dilutive Issuance.
Sample 1Sample 2
Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than (1) pursuant to the exercise of the Warrants, (2) the issuance of Common Stock pursuant to any convertible, exchangeable or exercisable securities of the Company as to which the issuance thereof has previously been the subject of any required adjustment pursuant to this Article V, (3) the issuance of Common Stock upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement) or (4) any security issued pursuant to any stock plan for employees, officers, directors or consultants of the Company approved by the non-management members of the Board of Directors of the Company) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: (O + N) E' = E x --------------------------------- (O + (N x P/M)) where:
Sample 1
Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company grants or sells to an Affiliate of the Company (other than a wholly-owned subsidiary) any shares of Common Stock or of securities convertible into or exchangeable or exercisable for any shares of Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable for, shares of Common Stock outstanding on the date hereof, (3) upon conversion, exchange or exercise of convertible, exchangeable or exercisable security as to which, upon the issuance thereof, has previously been the subject of any required adjustment pursuant to this Section 5 or (4) upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date hereof (to the extent permitted by the terms of such securities as in effect on the date of this Agreement)) (calculated as set forth in Section 5.01(o) hereof), the Exercise Rate for each Warrant then outstanding shall be adjusted in accordance with the formula: E^1 = E (O + N) ------------------------- (O + (N x P/M)) where:
Sample 1
Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company grants or sells to any Affiliate of the Company (other than a wholly-owned subsidiary) any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for shares of Common Stock outstanding as of the date of this Agreement, (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof has previously been the project of any required adjustment pursuant to this Article V and (4) upon a public offering of the Company's publicly tradeable equity securities, the Exercise Rate for each Warrant then outstanding shall be adjusted in accordance with the formula: E' = E x (O + N) (O + (N x P/M)) where:
Sample 1
Adjustment for Sale of Common Stock Below Current Market Value. If, after the Issue Date, the Company grants or sells to any Person any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock (other than (1) pursuant to the exercise of the Warrants, (2) pursuant to any security convertible into, or exchangeable or exercisable for, shares of Common Stock outstanding as of the Issue Date (to the extent in accordance with the terms of such securities as in effect on such date), (3) upon the conversion, exchange or exercise of any convertible, exchangeable or exercisable security as to which upon the issuance thereof an adjustment pursuant to this Article V has been made or which did not require any adjustment pursuant to this Article V, (4) with respect to any transaction or adjustment described in subsections (a) or (d) of this section 5.01 or (5) pursuant to the issuance of warrants to purchase up to 290,000 shares of Common Stock at an exercise price no less than $4.45 per share to any Person from which the Company obtains lease financing subsequent to the date hereof) at a price below the then Current Market Value (calculated as set forth in paragraph (1) of this Section 5.01), the Exercise Rate for each Warrant then outstanding shall be adjusted in accordance with the formula:
Sample 1
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Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company grants or sells any Common Stock or any securities convertible into or exchangeable or exercisable for any Common Stock at a price below the then Current Market Value other than: ----------------------------------------------
Sample 1
Adjustment for Sale of Common Stock Below Current Market Value. If, after the date hereof, the Company sells any Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock (other than (i) pursuant to the exercise of the Warrants, (ii) any security convertible into, or exchangeable or exercisable for, the Common Stock which was outstanding as of the date of this Agreement or as to which the issuance thereof has previously been the subject of any required adjustment pursuant to this Article V, (iii) the issuance of Common Stock upon the conversion, exchange or exercise of convertible, exchangeable or exercisable securities of the Company outstanding on the date of this Agreement (to the extent in accordance with the terms of such securities as in effect on the date of this Agreement) or (iv) any security issued pursuant to any stock plan for employees, officers, directors or consultants of the Company approved by the non-management members of the Board of Directors of the Company) at a price per share less than the Current Market Value, the Exercise Rate shall be adjusted in accordance with the formula: E' = E x (O + N) (O + (N x P/M)) where:
Sample 1

Related to Adjustment for Sale of Common Stock Below Current Market Value

  • Certification of Adjusted Exercise Price or Number of Shares of Common Stock Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Fair Market Value of Common Stock The fair market value (“Fair Market Value”) of a share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New York Stock Exchange (or such other exchange on which the shares of Common Stock are primarily traded) for the applicable date, or if no prices are reported for that day, the last preceding day on which such prices are reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof).

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Price of Common Stock The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common Stock to facilitate the sale or resale of the Shares.

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