Overall Cap on Common Stock Issuable Sample Clauses

Overall Cap on Common Stock Issuable. Notwithstanding any provision of this Warrant, any of the other Warrants, the Purchase Agreement or the Investor Rights Agreement to the contrary, the number of shares of Common Stock issuable by the Company upon the exercise of all of the Warrants issued pursuant to the Purchase Agreement and acquirable by the holders of the Warrants in such capacity shall not exceed 19.999% of the number of shares of Common Stock outstanding on the date of the Purchase Agreement, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the “Maximum Common Stock Issuance”), unless the issuance of shares pursuant to the Warrants in excess of the Maximum Common Stock Issuance shall first be approved by the Company’s stockholders in accordance with applicable law (including but not limited to the rules, regulations and listing standards of the American Stock Exchange) and the By-laws and Certificate of Incorporation of the Company (each as amended). If at any point in time (a “Trigger Date”), the number of shares of Common Stock previously issued upon exercise of Warrants (“Issued Shares”), together with the number of shares of Common Stock that would then be issuable in the event of exercise of all Warrants then outstanding (such issuable shares the “Issuable Shares”), would exceed the Maximum Common Stock Issuance but for this Section 4.3(iii), then the Company shall promptly call a stockholders meeting to request stockholder approval for the issuance of Common Stock hereunder in excess of the Maximum Common Stock Issuance. Following any approval by the stockholders of the issuance in excess of the Maximum Common Stock Issuance (the “Additional Issuance”), each Warrant then outstanding shall be exercisable for the number of shares of Common Stock determined pursuant to this Warrant without regard to the limitations provided in this Section 4.3(iii). Prior to any approval of such Additional Issuance by the stockholders and subsequent to any refusal by the stockholders to approve such Additional Issuance, each outstanding Warrant issued pursuant to the Purchase Agreement shall be exercisable for the number of shares of Common Stock equal to the Adjusted Warrant Share Number (as defined below).
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Related to Overall Cap on Common Stock Issuable

  • OVERALL LIMIT ON COMMON STOCK ISSUABLE Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant 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 the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Adjustment for Common Stock Issue If the Company issues shares of --------------------------------- Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Warrant Price shall be adjusted in accordance with the formula: P - W' = W x O + M ------ A Where: W' = the adjusted Warrant Price W = the then current Warrant Price O = the number of shares outstanding immediately prior to the issuance of such additional shares P = the aggregate consideration received for the issuance of such additional shares M = the current market price per share on the date of issuance of such additional shares A = the number of shares outstanding immediately after the issuance of such additional shares The adjustment shall be made successively whenever any such issuance is made, and shall become effective after such issuance. This subsection (d) does not apply to:

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Issuance of Common Stock Equivalents If at any time the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make be less than the Warrant Price in effect at the time of such amendment or adjustment, then the Warrant Price then in effect shall be adjusted as provided in Section 4(d). No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents.

  • Common Stock 1 Company........................................................................1

  • Deemed Issue of Additional Shares of Common Stock (a) If the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

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