ISSUANCES BELOW PURCHASE PRICE Sample Clauses

ISSUANCES BELOW PURCHASE PRICE. For a period of six months following the date hereof, the Company shall not, without the prior written consent of the each of the Purchasers, issue or sell any shares of the Company’s capital stock or other securities exercisable for, convertible into or otherwise giving the holder thereof the right to acquire the Company’s capital stock at a price per share, including the exercise or conversion price per share, which is below $0.40 per share; provided, however, that this restriction shall not apply to any capital stock issued pursuant to: (i) employee benefit plans set forth on SCHEDULE 3.01(c) annexed hereto, (ii) outstanding warrants, options or other securities set forth on SCHEDULE 3.01(c) annexed hereto or the Company filings under the Exchange Act or (iii) a merger or acquisition or other strategic transaction or partnership; provided that such strategic transaction or partnership does not include a capital raise by the Company below $0.40 per share.
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ISSUANCES BELOW PURCHASE PRICE. From and after the date hereof and for a period of time ending not earlier than forty-five days after the effectiveness of the Registration Statement (as defined below), the Company shall not, without the prior written consent of a majority in interest of the Investors, issue or sell any shares of the Company’s capital stock or other securities exercisable for, convertible into or otherwise giving the holder thereof the right to acquire the Company’s capital stock at a price per share, including the exercise or conversion price per share, which is below $0.30 per share; provided, however, that this restriction shall not apply to any capital stock issued pursuant to: (i) employee benefit plans disclosed in the Disclosure Schedule or (ii) outstanding warrants, options or other securities disclosed in the Disclosure Schedule or in the Exchange Act Documents.
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ISSUANCES BELOW PURCHASE PRICE. From and after the date of hereof and for a period of time ending not earlier than forty-five days after the effectiveness of the Registration Statement (as defined below), the Company shall not, without the prior written consent of a majority in interest of the Investors, issue or sell any shares of the Company's capital stock or other securities exercisable for, convertible into or otherwise giving the holder thereof the right to acquire the Company's capital stock at a price per share, including the exercise or conversion price per share, which is below the per share purchase price for the Shares; provided, however, that this restriction shall not apply to any capital stock issued pursuant to (i) employee benefit plans disclosed in the Disclosure Schedule or (ii) outstanding warrants, options or other securities disclosed in the Disclosure Schedule; and provided, further, that in the event that the Company violates its covenant set forth in this Section 4.25, in addition to any other rights or remedies the Investors may have hereunder or under applicable law, and subject to the Company's ability to repurchase shares under applicable Washington law (solvency requirements), the majority in interest of the Investors may, in their sole discretion, elect to require the Company to repurchase all, but not less than all, of the Shares then held by such Investors at the original purchase price per Share paid by such Investors.
Sample 1

Related to ISSUANCES BELOW PURCHASE PRICE

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Purchase Price Credit Adjustments If on any day:

  • Adjustments to the Purchase Price The Purchase Price shall be adjusted as of the Closing Date by:

  • Purchase Price; Number of Shares (a) The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $2.80 (the “Purchase Price”), 185,714 fully paid and nonassessable shares of the Company’s Series D Preferred Stock, (the “Exercise Quantity”), $0.001 par value (the “Preferred Stock”).

  • Purchase Price Adjustments (a) As promptly as practicable (but not later than ninety (90) days) following the Closing Date, Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the “Preliminary Working Capital Determination”), (2) Closing Date Cash (the “Preliminary Cash Determination”), (3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the “Preliminary Transaction Expenses Determination”), and (B) based on such calculations, a calculation of the Purchase Price (the “Preliminary Purchase Price Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination, the Preliminary Debt Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in accordance with the Accounting Principles; provided, however, that until such time as the calculation of the amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

  • Certificate of Adjusted Purchase Price or Number of Shares Whenever an adjustment is made as provided in Section 11 or 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 Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

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