Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever after the Issuance Date, the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including, without limitation, the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and the issuance of any shares of Common Stock, Options or Convertible Securities in exchange for any security such as a non-convertible note, but excluding shares of Common Stock issued or deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price in effect immediately prior to such issue or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the product of (A) the Conversion Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Conversion Price in effect immediately prior to such Dilutive Issuance and the number of shares of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Conversion Price in effect immediately prior to such Dilutive Issuance by (II) the number of shares of Common Stock Deemed Outstanding immediately after such Dilutive Issuance, provided that in no event shall the Conversion Price be reduced below the Minimum Conversion Price (as defined in Section 28 hereof). For purposes of determining the adjusted Conversion Price under this Section 7(a), the following shall be applicable:
Rights Upon Issuance of Other Securities. (a) If and whenever on or after the First Closing the Company issues or sells, or in accordance with this clause 2.7(a) is deemed to have issued or sold, any Shares (including the issuance or sale of Shares owned or held by or for the account of the Company) for a consideration per share (New Issuance Price) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the Applicable Price) (Dilutive Issuance), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price for any Amount Outstanding from time to time and any other funds advanced by the Investor to the Company. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this clause 2.7(a)), the provisions of this clause 2.7 shall apply. Convertible Securities Purchase Agreement
Rights Upon Issuance of Other Securities. (a) [Reserved]
Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7 or Section 18, if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7 or Section 18, if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 8(a) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 8(a) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.
Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Subdivision or
Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 2.5, if the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 2.5, if the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 2.6 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 2.6 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.
Rights Upon Issuance of Other Securities. For the period commencing on the date hereof and ending on the one year anniversary, the Company will not, directly or indirectly, effect an offering of any shares of capital stock, convertible securities, rights, options, warrants or any other kind of its securities in a financing (a “Subsequent Financing”), unless the Company shall have first issued to the Buyer five- year Warrants in the form included as Exhibit B (as exercised, collectively, the “Warrant Shares”) to this Agreement exercisable for such number Common Shares determined by dividing $3,850,000 by the closing price of the Common Shares as reported by Nasdaq on the Trading Day immediately prior to the issuance of securities in the Subsequent Financing, at an exercise price per share equal to 110% the closing price of the Common Shares as reported by Nasdaq on the Trading Day immediately prior to the issuance of securities in the Subsequent Financing. For the avoidance of doubt, the Company shall issue this Warrants only upon the first Subsequent Financing, if any, completed during this one year period; provided, however, that such price per Common Share shall be no lower than a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Xxxxxx.xxx) immediately preceding the signing of the binding agreement
Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever for a period beginning on the Initial Issuance Date and ending on the date that the Holder no longer holds any Securities (as defined in the Subscription Agreement), the Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excepted Issuance (as defined in the Subscription Agreement) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance the Conversion Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable
Rights Upon Issuance of Other Securities. (a) Adjustment of Conversion Price upon Issuance of Common Stock.
Rights Upon Issuance of Other Securities
