Common use of Required Adjustments Clause in Contracts

Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the MFN Period (defined below) the Company issues or sells any shares of Common Stock at a Per Share Selling Price (as defined below) lower than either (i) the Share Purchase Price, or (ii) at a discount from Fair Market Value greater than 10%, the Share Purchase Price of the Initial Shares and the Optional Warrant Shares sold to the Investors hereunder shall be adjusted downward (the "Adjusted Per Share Purchase Price") to equal the lower of (x) such lower Per Share Selling Price or (y) the product of (A) the Share Purchase Price divided by .9 and (B) 1.00 minus the discount from Fair Market Value (as defined in the Initial Warrant) in such transaction (expressed as a fraction) and the Investors shall be entitled to receive the additional shares (the "Anti-Dilution Shares") as provided by Section 7.1(c), subject to Section 7.1(d). The Company shall give the Investors written notice of, and issue a press release announcing, any such sale within 24 hours of the closing of any such sale.

Appears in 2 contracts

Sources: Common Stock Investment Agreement (Constellation 3d Inc), Common Stock Investment Agreement (Constellation 3d Inc)

Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the MFN Period (defined below) the Company issues or sells any shares of Common Stock at a Per Share Selling Price (as defined below) lower than either (i) the Share Purchase Price, or (ii) at a discount from Fair Market Value greater than 10%, the Share Purchase Price of the Initial Shares and the Optional Warrant Shares sold to the Investors hereunder shall be adjusted downward (the "Adjusted Per Share Purchase Price") to equal the lower of (x) such lower Per Share Selling Price or (y) the product of (A) the Share Purchase Price divided by .9 and (B) 1.00 minus the discount from Fair Market Value (as defined in the Initial Warrant) in such transaction (expressed as a fraction) and the Investors shall be entitled to receive the additional shares (the "Anti-Dilution Shares") as provided by Section 7.1(c), subject to Section 7.1(d). The Company shall give the Investors written notice of, and issue a press release announcing, any such sale within 24 hours of the closing of any such sale.

Appears in 1 contract

Sources: Common Stock Investment Agreement (Constellation 3d Inc)