Common use of Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Clause in Contracts

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereof, the Company issues or sells (or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Covol Technologies Inc), Securities Purchase Agreement (Covol Technologies Inc), Securities Purchase Agreement (Covol Technologies Inc)

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Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, whenever on or after the date hereof, Date of Issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B 2.2 is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of U.S. $1.30 (as such amount is proportionately adjusted for stock splits, stock dividends, reverse stock splits, recapitalizations and similar transactions affecting the Common Stock determined as after the Date of Issuance, the earlier "Base Price"), except with respect to any acquisition by way of (x) issuance of Common Stock or any issuance of Common Stock to Persons related to the announcement of such issuance or sale, or (y) the date of such issuance or saleCompany, then immediately upon such issuance or sale the Exercise Price shall will be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleBase Price, plus (2b) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by Base Price times the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Shares Stock acquirable upon the exercise or conversion of this Warrant shall will be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Shares Stock acquirable upon the exercise or conversion of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 3 contracts

Samples: Agreement (Chaparral Resources Inc), Chaparral Resources Inc, Chaparral Resources Inc

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the original date hereof, of issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon In the event of a change in the Base Exercise Price at any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price hereunderPrice, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted any adjustments to equal the number of shares determined by multiplying the Exercise Price in effect immediately previously made pursuant to this Section 2 shall be recalculated on a pro forma basis as if the reduction resulting from the Indemnification Amount had occurred prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from each such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 2 contracts

Samples: United Shipping & Technology Inc, United Shipping & Technology Inc

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofDate of Issuance, either (x) the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C other than upon the exercise, exchange or (iii) conversion of Floating Price Securities and other than pursuant to the Purchase Rights covered by an event for which an adjustment is made pursuant to Section 32C, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable (whether or not then acquirable or subject to a contingency) upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant SharesShares issuable upon exercise of the Warrants.

Appears in 2 contracts

Samples: Exercise Agreement (Chadmoore Wireless Group Inc), Exercise Agreement (Moore Robert W/Nv)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and whenever4(e) hereof, if and whenever on or after the date hereofIssue Date of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B Paragraph 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, 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 Fair Market Value per share greater of (1) 80% of the Common Stock determined Market Price (as of the earlier of hereinafter defined) (xa “Market Price Adjustment”) and (2) the announcement of such issuance or sale, or then effective Exercise Price (yan “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such issuance or saleCommon Stock (a “Dilutive Issuance”), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the amount a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (i) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Paragraph 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or sale. Upon each such adjustment of the Dilutive Issuance; provided that the Exercise Price hereunder, will in no event be reduced below the number Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of Warrant Shares acquirable the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of this Warrant the Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of the issuance of the Common Stock upon exercise or otherwise pursuant to the Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall be adjusted to equal the total number of shares determined by multiplying of Common Stock issued the Exercise Price in effect immediately prior Holder upon exercise or otherwise pursuant to such adjustment the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the number Company which are aggregated or integrated (including (i) the Purchased Shares (as defined in the Purchase Agreement), (ii) the shares of Common Stock issued to the Holder pursuant to the Common Stock and Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment Purchase Agreement, dated September 29, 2005, by and dividing among the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2Company, the calculation of Holder and the other purchasers named therein (the “Second Purchase Agreement”) and (iii) the number of shares of Common Stock Deemed Outstanding issuable upon exercise of or otherwise pursuant to warrants to purchase Common Stock issued pursuant to the Second Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”), which shall exclude be equal to 19.99% of the Warrant Sharestotal shares of Common Stock outstanding on June 30, 2005, subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after June 30, 2005. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Appears in 2 contracts

Samples: Stock Purchase Warrant (Kana Software Inc), Stock Purchase Warrant (Kana Software Inc)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) eighty percent (80%) of the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the “Adjustment Multiplier”), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 2 contracts

Samples: Exercise Agreement (Abry Mezzanine Partners Lp), Exercise Agreement (SoftBrands, Inc.)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date hereofDate of Issuance, either (x) the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C other than upon the exercise, exchange or (iii) conversion of Floating Price Securities and other than pursuant to the Purchase Rights covered by an event for which an adjustment is made pursuant to Section 32C, any shares of Common Stock for a consideration per share less than the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, sale or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable (whether or not then acquirable or subject to a contingency) upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the number of Warrant SharesShares issuable upon exercise of the Warrants.

Appears in 2 contracts

Samples: Moore Robert W/Nv, Chadmoore Wireless Group Inc

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If (i) Except for (a) any shares of Common Stock issued as a dividend or distribution on the Common Stock to which Xxxxxxx 0X xxxxxxx, (x) any securities issued by the Company upon the exercise, conversion or exchange in accordance with their respective terms of Options or Common Stock Equivalents outstanding on the date hereof including, without limitation, (A) the Series A Convertible Participating Preferred Stock issued pursuant to the Purchase Agreement and whenever(B) the warrants issued to Abry Mezzanine Partners, L.P. and its affiliates on the date hereof or (c) Common Stock and Options to acquire Common Stock pursuant to options, incentive or compensation plans approved by the Board of Directors of the Company to employees, directors and independent contractors in an aggregate amount after the date hereof that does not exceed (i) 1,050,000 shares of Common Stock, whether issued as shares of Common Stock or as Options to acquire Common Stock, and (ii) 330,121 shares of Common Stock issuable upon exercise of Options outstanding on the date hereof (in each case, as adjusted to reflect any stock split, reverse stock split, stock dividend or similar event consummated after the date hereof), if and whenever after the date of the Purchase Agreement the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of its Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 2 contracts

Samples: Exercise Agreement (Navtech Inc), Exercise Agreement (Navtech Inc)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section SECTION 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the "ADJUSTMENT MULTIPLIER"), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 1 contract

Samples: Exercise Agreement (Sandler Capital Management)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 4(c), 4(e) and whenever4(l) hereof, if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, 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 Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) Exercise Price on the date of such issuance or sale(a "DILUTIVE ISSUANCE"), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the lower of (i) the amount of the consideration per share received by the Company in such Dilutive Issuance, and (ii) a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (A) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the Exercise Price in effect immediately prior to the Dilutive Issuance, and (B) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or salethe Dilutive Issuance; provided, however, that only one adjustment will be made for each Dilutive Issuance. Upon each such No adjustment of to the Exercise Price hereunder, shall have the number effect of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to equal increasing the number of shares determined by multiplying Exercise Price above the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 1 contract

Samples: ZBB Energy Corp

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Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 7(a), 7(b), 7(e) and whenever7(i), if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a no consideration or for consideration per share less than a price equal to the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price in effect immediately prior to such issuance or sale, then immediately upon after such issuance or sale sale, the Exercise Price then in effect shall be reduced to an amount equal to the amount determined by multiplying product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by a fraction, the numerator of which will be dividing (I) the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied and (b) the quotient determined by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus dividing (2i) the consideration, if any, received by the Company upon such issuance or sale, and sale by (ii) the denominator of which will be the product derived Exercise Price by multiplying such Fair Market Value per share of the Common Stock by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of “Common Stock Deemed Outstanding” means the number of shares of Common Stock Deemed Outstanding actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (A) in case of any adjustment required by Section 7(d) resulting from the issuance of any Options (as defined below), the maximum total number of shares of Common Stock issuable upon the exercise of the Options for which the adjustment is required (including any Common Stock issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise of such Options), and (B) in the case of any adjustment required by Section 7(d)(ii) resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock are issued for cash, the per share price at which such shares were issued shall exclude be equal to the Warrant Sharesquotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock are issued for consideration other than cash, the per share price at which such shares were issued shall be equal to the quotient determined by dividing the fair value of the consideration received by the Company in exchange for such shares (as determined in good faith by the Company’s board of directors) by the total number of shares issued in such issuance.

Appears in 1 contract

Samples: Warrant (Vistula Communications Services, Inc.)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Sections 8(a), 8(b), 8(e) and whenever8(i), if and whenever on or after the date hereofof issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a no consideration or for consideration per share less than a price equal to the Fair Market Value per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of Exercise Price in effect immediately prior to such issuance or sale, then immediately upon after such issuance or sale sale, the Exercise Price then in effect shall be reduced to an amount equal to the amount determined by multiplying product of (x) the Exercise Price in effect immediately prior to such issuance or sale and (y) quotient obtained by a fraction, the numerator of which will be dividing (I) the sum of (1a) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied and (b) the quotient determined by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus dividing (2i) the consideration, if any, received by the Company upon such issuance or sale, and sale by (ii) the denominator of which will be the product derived Exercise Price by multiplying such Fair Market Value per share of the Common Stock by (II) the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of "COMMON STOCK DEEMED OUTSTANDING" means the number of shares of Common Stock Deemed Outstanding actually outstanding (not including shares of Common Stock held in the treasury of the Company), plus (A) in case of any adjustment required by Section 8(d) resulting from the issuance of any Options (as defined below), the maximum total number of shares of Common Stock issuable upon the exercise of the Options for which the adjustment is required (including any Common Stock issuable upon the conversion of Convertible Securities (as defined below) issuable upon the exercise of such Options), and (B) in the case of any adjustment required by Section 8(d)(ii) resulting from the issuance of any Convertible Securities, the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Convertible Securities for which the adjustment is required, as of the date of issuance of such Convertible Securities, if any. To the extent that shares of Common Stock are issued for cash, the per share price at which such shares were issued shall exclude be equal to the Warrant Sharesquotient determined by dividing the cash proceeds received by the Company net of any underwriting discounts or commissions by the total number of shares issued in such issuance. To the extent that shares of Common Stock are issued for consideration other than cash, the per share price at which such shares were issued shall be equal to the quotient determined by dividing the fair value of the consideration received by the Company in exchange for such shares (as determined in good faith by the Company's board of directors) by the total number of shares issued in such issuance.

Appears in 1 contract

Samples: American Oriental Bioengineering Inc

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date hereofDate of Issuance of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares share of Common Stock for a consideration per share less than (x) eighty percent (80%) of the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the “Adjustment Multiplier”), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale; provided, however, that the Exercise Price shall not be reduced pursuant to this Section 2A below the Exercise Price Floor. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to equal the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 1 contract

Samples: Exercise Agreement (SoftBrands, Inc.)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the original date hereof, of issuance of this Warrant the Company issues or sells (sells, or in accordance with Section 2B is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock for a consideration per share less than the Fair Market Value per share Price of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance issue or sale, then immediately upon such issuance issue or sale the Exercise Price shall be reduced to equal the amount determined by multiplying the Exercise Price in effect immediately prior to such issuance issue or sale by a fraction, the numerator of which will shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance issue or sale multiplied by the Fair Market Value per share Price of the Common Stock determined as of the date of such issuance or of sale, plus (2) the consideration, if any, received by the Company upon such issuance issue or sale, and the denominator of which will shall be the product derived by multiplying such Fair the Market Value per share Price of the Common Stock by the number of shares of Common Stock Deemed Outstanding immediately after such issuance issue or sale. Upon In the event of a change in the Base Exercise Price at any time after the original date of issuance of the Warrant, any adjustments to the Exercise Price previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the Base Exercise Price at the time of each such adjustment was the Base Exercise Price after giving effect to such change. In the event that there is an Indemnification Amount which result in a reduction of the Exercise Price hereunderPrice, the number of Warrant Shares acquirable upon exercise of this Warrant shall be adjusted any adjustments to equal the number of shares determined by multiplying the Exercise Price in effect immediately previously made pursuant to this Section 2 shall be recalculated on a PRO FORMA basis as if the reduction resulting from the Indemnification Amount had occurred prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from each such adjustment. For the purposes of this Section 2, the calculation of the number of shares of Common Stock Deemed Outstanding shall exclude the Warrant Shares.

Appears in 1 contract

Samples: United Shipping & Technology Inc

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and whenever4(e) hereof, if and whenever on or after the date hereofIssue Date of this Warrant, the Company issues or sells (sells, or in accordance with Section 2B Paragraph 4(b) hereof is deemed to have issued or sold), other than (i) pursuant to a Permitted Issuance, (ii) as described in Section 2C or (iii) pursuant to the Purchase Rights covered by Section 3, 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 Fair Market Value per share greater of (1) 80% of the Common Stock determined Market Price (as of the earlier of hereinafter defined) (xa “Market Price Adjustment”) and (2) the announcement of such issuance or sale, or then effective Exercise Price (yan “Exercise Price Adjustment”) on the date of issuance (or deemed issuance) of such issuance or saleCommon Stock (a “Dilutive Issuance”), then immediately upon such issuance or sale the Dilutive Issuance, the Exercise Price shall will be reduced to equal the amount a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale the Dilutive Issuance by a fraction, (i) the numerator of which will be is an amount equal to the sum of (1x) the number of shares of Common Stock Deemed Outstanding actually outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or saleDilutive Issuance, plus (2y) the quotient of the aggregate consideration, if anycalculated as set forth in Paragraph 4(b) hereof, received by the Company upon such issuance or saleDilutive Issuance divided by the greater of (1) in the case of a Market Price Adjustment, 80% of the Market Price and (2) in the case of an Exercise Price Adjustment, the Exercise Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which will be is the product derived by multiplying such Fair Market Value per share of the Common Stock by the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after such issuance or sale. Upon each such adjustment of the Dilutive Issuance; provided that the Exercise Price hereunder, will in no event be reduced below the number Purchase Price (as defined in the Purchase Agreement). Unless the Company either (a) is permitted by the applicable rules and regulations of Warrant Shares acquirable the principal securities market on which the Common Stock is listed or traded to issue shares of Common Stock upon exercise or otherwise pursuant to the Warrants in excess of this Warrant shall be adjusted to equal the number Maximum Share Amount (as defined below) or (b) has obtained stockholder approval of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by issuance of the number of Warrant Shares acquirable Common Stock upon exercise of this Warrant immediately prior or otherwise pursuant to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For the purposes of this Section 2, the calculation Warrants in excess of the Maximum Share Amount in accordance with applicable law and the rules and regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities (the “Stockholder Approval”), in no event shall the total number of shares of Common Stock Deemed Outstanding issued the Holder upon exercise or otherwise pursuant to the Warrants (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulation) exceed the maximum number of shares of Common Stock that the Company can so issue pursuant to any rule of the principal securities market on which the Common Stock trades (the “Maximum Share Amount”) which, as of the Issue Date, shall exclude be equal to 19.99% of the Warrant Sharestotal shares of Common Stock outstanding on the Issue Date, subject to equitable adjustments from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issue Date. In the event that the sum of (x) the aggregate number of shares of Common Stock actually issued upon exercise or otherwise pursuant to the Warrants and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations (including the Purchased Shares (as defined in the Purchase Agreement) issued to the Holder pursuant to the Purchase Agreement) plus (y) the aggregate number of shares of Common Stock that remain issuable upon exercise or otherwise pursuant to the Warrants at the then effective Exercise Price and any shares of capital stock or rights to acquire shares of capital stock issued by the Company which are aggregated or integrated with the Common Stock issued or issuable upon exercise or otherwise pursuant to the Warrants for purposes of any such rule or regulations, represents at least one hundred percent (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will use its reasonable best efforts to seek and obtain Stockholder Approval (or obtain such other relief as will allow conversions hereunder in excess of the Maximum Share Amount) as soon as practicable following the Triggering Event.

Appears in 1 contract

Samples: Stock Purchase Warrant (Kana Software Inc)

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