Other Adjustment. If the Company at any time or from time to time shall take any other action, or if any other event occurs, affecting the shares of Common Stock or its other equity interests, if any, other than an action described in this Section 8, then, and in each such case, the Exercise Price shall be adjusted in such manner and at such time as the Board of Directors of the Company in good faith determines to be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the Holder).
Other Adjustment. At all times, the Administrator retains the right to make other adjustments, at its sole discretion, to the Performance Goals or the definition of or methods of determining the financial metrics hereunder, provided that such adjustments do not increase the maximum number of Performance Stock Units that would otherwise vest under this Award Agreement.
Other Adjustment. In case any event shall occur as to which the provisions of Sections 3, 4 or 5 are not strictly applicable, but the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of Sections 3, 4 and 5, then, in each such case, the Company shall determine the adjustment, if any, on a basis consistent with the essential intent and principles established in Sections 3, 4 and 5 hereof necessary to preserve without dilution the purchase rights represented by the Warrant.
Other Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similar corporate event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights under the Plan, shall, in such manner as it may deem equitable, substitute or adjust, in its sole discretion, the number and kind of shares that may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding Awards, the exercise price, xxxxx xxxxx or purchase price applicable to outstanding Awards, and/or any other affected terms and conditions of this Plan or outstanding Awards. The Committee shall not make any adjustment that would adversely affect the status of any Award that is “performance-based compensation” under Section 162(m) of the Code.
Other Adjustment. In the event that the Common Stock is not listed or quoted for trading on a Trading Market on or before the nine month anniversary of the Original Issue Date, the Conversion Price shall be reduced to equal the lesser of (i) the then Conversion Price and (ii) $0.25. For clarity, the Conversion Price can only be adjusted downward pursuant to this Section 5(h).
Other Adjustment. Upon any issuances of Warrants in connection with such issuances, sales or agreement in writing to issue Common Stock or Common Stock Equivalents by the Company, Investor will have the right to receive a proportionate amount of such Warrants, cash or Shares, at Investor’s sole election, valued using the Black Scholes formula. The Company shall provide Investor with written notice of any such proposed issuance or with any Warrant sale under this section.”
Other Adjustment. In the event that, as a result of an adjustment made pursuant to this Article 13, the Holder of any Debenture thereafter surrendered for conversion shall become entitled to receive any Share Capital other than Common Shares, thereafter the Conversion Rate of such other shares so receivable upon conversion of any Debenture 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 Common Share contained in this Article 13.
Other Adjustment. If, after the date of this Agreement, any capital reorganization or reclassification of the Shares, or consolidation or merger of the Company with another corporation for a consideration other than cash or the assumption of debt, or the sale of all or substantially all of its assets to another corporation for a consideration other than cash or the assumption of debt or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the Trust shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares immediately theretofore purchasable and receivable upon the exercise of the Option had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in such event appropriate provision shall be made with respect to the rights and interests of the Trust to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be in relation to any share, securities, or assets thereafter deliverable upon the exercise hereof.
Other Adjustment. In the event of any other event or circumstance which results in any increase in or other change to the issued and outstanding shares of the Common Stock of the Borrower from and after the date hereof, including without limitation, any public or private offering of securities of the Borrower and any issuance of securities in connection with any merger, acquisition, disposition or other similar transaction, such that Lender’s right to acquire such shares of Common Stock will be diluted as a percentage of Borrower’s outstanding shares of Common Stock following such event or circumstance, the Conversion Price shall be adjusted as necessary in order to prevent any such dilution. Notwithstanding the foregoing, no adjustment in the Conversion Price shall be made in connection with or as a result of any dilutive issuance of common shares related to a compensatory issuance of common shares to the employees or directors of Borrower as approved by Xxxxxxxx’s board of directors. All election notices, once given by the Lender, shall be revocable until the date ten (10) days prior to the date the election is effected. Borrower hereby agrees to take all action and to execute, deliver and file such documents or instruments, including, without limitation, amendments to its charter and constituent documents, as may be required in order to give effect to Xxxxxx’s conversion rights under this paragraph.
Other Adjustment. In the event that the Company fails to consummate a “Qualified Financing” (as defined below) on or before March 30, 2009, the Exercise Price hereunder shall be reduced to equal the lesser of (i) the then effective Exercise Price and (ii) $1.65 (subject to adjustment for forward and reverse stock splits, stock dividends, recapitalizations and the like that occur after the date of the Purchase Agreement). For clarity, the Exercise Price can only be adjusted downward pursuant to this Section 3(h). As used herein, “Qualified Financing” means an issuance by the Company of Common Stock and/or Common Stock Equivalents in an equity financing transaction that occurs after the date of this Warrant and before March 30, 2009 with net cash proceeds to the Company of at least $6,000,000.
