Common use of Issuances of Securities Clause in Contracts

Issuances of Securities. If the Corporation shall (i) sell or otherwise issue shares of the Common Stock at a purchase price per share less than the Conversion Price, or (ii) sell or otherwise issue the Corporation's securities which are convertible into or exercisable for shares of the Corporation's Common Stock at a conversion or exercise price per share less than the Conversion Price, then immediately upon such issuance or sale, the Conversion Price shall be adjusted to a price determined by multiplying the Conversion Price immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (excluding shares held in the treasury), plus the number of shares of the Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of the additional shares to be issued at such issuance or sale.

Appears in 3 contracts

Samples: Registration Rights Agreement (Tangible Asset Galleries Inc), Settlement and Release Agreement (Tangible Asset Galleries Inc), Settlement and Release Agreement (Tangible Asset Galleries Inc)

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Issuances of Securities. If the Corporation shall (i) sell or otherwise issue shares of the Common Stock at a purchase price per share less than the Conversion Price, or (ii) sell or otherwise issue the Corporation's securities which are convertible into or exercisable for shares of the Corporation's Common Stock at a conversion or exercise price per share less than the Conversion Price, then immediately upon such issuance or sale, the Conversion Price shall be adjusted to a price determined by multiplying the Conversion Price immediately prior to such issuance by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (excluding shares held in the treasury), plus the number of shares of the Common Stock that the aggregate of the amounts of all consideration received by the Corporation for such issuance or sale would purchase at such Conversion Price; and the denominator of which shall be the number of shares of the Common Stock outstanding immediately prior to such issuance plus the number of the additional shares to be issued at such issuance or sale.

Appears in 2 contracts

Samples: Settlement and Release Agreement (Tangible Asset Galleries Inc), Settlement and Release Agreement (Tangible Asset Galleries Inc)

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