Common use of Issuance of Additional Shares Clause in Contracts

Issuance of Additional Shares. In the event that, during the Term, the Company shall issue or sell any Additional Shares of Common Stock for a consideration per share less than the Per Share Market Price, then the number of shares of Warrant Stock shall be adjusted to that number determined by multiplying the number of shares of Warrant Stock immediately prior to such adjustment by a fraction: (i) the numerator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of such Additional Shares of Common Stock so issued; and (ii) the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the

Appears in 8 contracts

Samples: McLaren Performance Technologies Inc, McLaren Performance Technologies Inc, McLaren Performance Technologies Inc

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Issuance of Additional Shares. In the event that, during the Term, the Company shall issue or sell any agree to issue Additional Shares of Common Stock (pursuant to an Option or otherwise) without consideration or for a consideration per share less than the Per Share then applicable Market Price, then Price in effect on the number date of shares of Warrant Stock shall be adjusted to that number determined by multiplying the number of shares of Warrant Stock and immediately prior to such adjustment issue, then and in such event, such Purchase Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Purchase Price by a fraction: (i) , the numerator of which shall be the sum of (i) the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, issue plus the number of such Additional Shares of Common Stock so issued; and (ii) the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of shares of Common Stock that which the aggregate consideration received or deemed to have been received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at thesuch Market Price, and the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of Additional Shares of Common Stock so issued or deemed to be issued. For the purposes of the foregoing calculation, the number of shares of Common stock deemed to be outstanding immediately prior to the issuance of any securities described in either clause of the preceding sentence shall be the sum of (i) the total number of shares of Common Stock issued and outstanding at such time, plus (ii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issued and outstanding at such time, plus (iii) the total number of shares of Common Stock issuable upon conversion in full of all Convertible Securities issuable upon exercise of Options for Convertible Securities issued and outstanding at such time. 8.

Appears in 1 contract

Samples: Touch Tone America Inc

Issuance of Additional Shares. (i) In case at any time prior to the event that, during occurrence of the Term, Initial Public Offering the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock for a consideration per share less than the Per Share Market Exercise Price, then the number of shares of Warrant Series D Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Warrant Series D Stock comprising a Stock Unit immediately prior to such adjustment by a fraction: fraction (i) the numerator of which shall be the sum of the number of shares of Common Stock issued and outstanding, outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d5.1(d) immediately prior to the issuance of such Additional Shares of Common Stock, Stock plus the number of such Additional Shares of Common Stock so issued; issued and (ii) the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding, outstanding plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d5.1(d) immediately prior to the issuance of such Additional Shares of Common Stock, Stock plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at thethe Exercise Price.

Appears in 1 contract

Samples: Letter Agreement (Webmd Inc)

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Issuance of Additional Shares. In the event that, during the Term, the ----------------------------- Company shall issue or sell any Additional Shares of Common Stock for a consideration per share less than the Per Share Market Price, then the number of shares of Warrant Stock shall be adjusted to that number determined by multiplying the number of shares of Warrant Stock immediately prior to such adjustment by a fraction: (i) the numerator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of such Additional Shares of Common Stock so issued; and (ii) the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding, plus the number of Additional Shares of Common Stock deemed to be outstanding pursuant to Subsection 8(d) immediately prior to the issuance of such Additional Shares of Common Stock, plus the number of shares of Common Stock that the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at the

Appears in 1 contract

Samples: Stock Option Purchase Agreement (McLaren Performance Technologies Inc)

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