Rights of Holders Upon Dilutive Issuances Sample Clauses

Rights of Holders Upon Dilutive Issuances. Subject to the exclusions contained in subsection 11(d) below, if during the period ending twelve (12) months following each Closing Date (the "MFN Period"), the Company sells any shares of its Common Stock in a capital raising transaction at a Per Share Selling Price (as defined in the Company's Series B Certificate of Designations) lower than the Exercise Price per share applicable to that Closing, then the Exercise Price of the Warrants purchased at that Closing and then unexercised shall be adjusted downward to equal such lower Per Share Selling Price. The Company shall give to the Holders written notice of any such sale within 24 hours of the closing of any such sale.
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Rights of Holders Upon Dilutive Issuances. Subject to the exclusions contained in subsection 11(d) below, for 12 months from Initial Exercise Date, if the Company sells any shares of its Common Stock in a capital raising transaction at a per share selling price lower than $0.80, then the Exercise Price of the Warrants then unexercised shall be adjusted downward on a customary weighted average basis with respect to such lower per share selling price. The Company shall give to the Holders written notice of any such sale within 24 hours of the closing of any such sale.
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Rights of Holders Upon Dilutive Issuances. Subject to the exclusions contained in subsection 11(d) below, if, during the MFN Period (as defined in the Purchase Agreement), the Company sells any shares of its Common Stock in a capital raising transaction at a Per Share Selling Price (as defined in the Purchase Agreement) that is lower than the Exercise Price, then the Exercise Price of the Warrants then unexercised shall be adjusted downward to equal such lower Per Share Selling Price. The Company shall give to the Holders written notice of any such sale within 24 hours of the closing of any such sale.
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Rights of Holders Upon Dilutive Issuances. Subject to the limitations below, if, within two years of the Initial Exercise Date, the Company issues or sells (or is deemed to have issued and sold) any Common Stock, any Stock Purchase Rights or any Convertible Securities (whether in a Variable Rate Transaction, MFN Transaction or otherwise) at a Per Share Selling Price that is lower than the then-applicable Exercise Price hereunder (a "Dilutive Issuance"), then forthwith upon such Dilutive Issuance, the then-applicable Exercise Price hereunder shall be reduced to equal the lower Per Share Selling Price of the securities issued, sold or deemed to be issued or sold in such Dilutive Issuance. This Section 11(c) shall not apply to (i) sales of shares of Common Stock by the Company upon conversion or exercise of any convertible securities, options or warrants outstanding prior to the date hereof pursuant to the terms of such securities, options or warrants on the date hereof; or (ii) sales or grants of shares of Common Stock by the Company to employees, directors and consultants pursuant to the provisions of any option plan in existence on the date hereof or a subsequently adopted employee option or similar plan provided that any stock sales or grants to consultants shall only be for bona fide services negotiated at arms' length; (iii) the issuance of shares of Common Stock by the Company pursuant to the Debenture or this Warrant; or (iv) shares of Common Stock issued in connection with any merger or acquisition by the Company so long as the primary purpose thereof is not the raising of capital.
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Rights of Holders Upon Dilutive Issuances 
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Related to Rights of Holders Upon Dilutive Issuances

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows:

  • Rights of Holder upon Default Subject to the provisions set forth in Sections 5 and 6 of the Purchase Agreement, upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Paragraphs 4(c) and 4(d)) and at any time thereafter during the continuance of such Event of Default, Holder may declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Purchase Agreement to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Paragraphs 4(c) and 4(d), immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Purchase Agreement to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default and subject to the provisions of Sections 5 and 6 of the Purchase Agreement, Holder may exercise any other right, power or remedy granted to it by the Purchase Agreement or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

  • Adjustment of Common Stock Issuable Upon Exercise The Warrant Price shall be subject to be adjusted and re-adjusted from time to time as provided in this Section 4 and, as so adjusted or re-adjusted, shall remain in effect until a further adjustment or re-adjustment thereof is required by this Section 4:

  • Purchase of Notes upon a Change of Control (a) If a Change of Control shall occur at any time, then each Holder of Notes shall have the right to require that the Company purchase such Holder’s Notes in whole or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof), at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described in subsection (b) of this Section (the “Change of Control Offer”) and in accordance with the procedures set forth in subsections (b), (c), (d) and (e) of this Section 3.2.

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • Continuing Rights of Holder The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Repurchase of Notes Upon a Change of Control Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

  • ADDITIONAL RIGHTS OF HOLDERS In addition to the rights provided to Holders of Notes under the Indenture, Holders of this Regulation S Temporary Global Note will have all the rights set forth in the Registration Rights Agreement dated as of August 7, 2008, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders thereof will have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

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