Additional Issuance of Shares. (a) For purposes of this Section 4.9, the following definitions shall apply:
Additional Issuance of Shares. If a Conversion Date (as defined in the Certificate of Designations) for any of the Shares occurs prior to the issuance of Common Stock on the Third Stock Purchase Date (as defined in the Purchase Contract Agreement) for the Equity Units, then the Company shall, concurrently with each Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date (each as defined in the Purchase Contract Agreement), as applicable, for the Equity Units following such Conversion Date issue to the Trust or to such other Person as the Trust may direct a number of shares of Common Stock equal to the excess of (x) the number of shares of Common Stock the Trust would have received if it had converted such Shares immediately after the issuance of such shares of Common Stock on such Stock Purchase Date, Early Settlement Date or Cash Merger Early Settlement Date over (y) the number of shares of Common Stock received upon the conversion of such Shares by the holder thereof plus the number of shares of Common Stock delivered to the Trust or its designee under this Section 6.6 as a result of any earlier settlement of such Equity Units. Any such shares of Common Stock issued to the Trust shall be registered for the sole benefit of the United States Treasury in the name of the Trustees in their capacities as Trustees of the Trust. Any such shares of Common Stock issued to such other Person shall be registered in the name of such other Person as the Trustees may direct in their capacities as Trustees of the Trust.
Additional Issuance of Shares. The Company shall not at any time after the date hereof until the date that is eighteen (18) months after the Closing Date issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the per Share Purchase Price without the approval of such issuance by a majority of the shares of Common Stock then outstanding. For such purposes, in connection with any issuance of Common Stock Equivalents, (x) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock (without giving effect to any inchoate anti-dilution or similar adjustments that may be set forth in such Common Stock Equivalents) divided by the Deemed Number. This Section shall not apply to (i) the grant of options or warrants or (ii) the issuance of additional securities, in each case, to any employees, directors or consultants under any duly authorized Company stock option, restricted stock plan or stock purchase plan. This Section shall also not apply to the conversion, exercise or exchange of any Common Stock Equivalents outstanding as of the Closing Date.
Additional Issuance of Shares. The Company agrees to issue to the Investors within five (5) business days following the Effective Date an additional amount of shares of Common Stock equal to the product of (x) 9.0% multiplied by (y) the sum of (a) the total number of Purchased Shares plus (b) the total number of Warrant Shares issuable upon exercise of the Warrants, which shall be allocated pro rata among the Investors based on the number of Purchased Shares and Warrant Shares held by the Investors at the time of such issuance and shall be included in the Registration Statement pursuant to the Registration Agreement.
Additional Issuance of Shares. (a) If, at any time from and after the date hereof until the Effective Date, the Company shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"), entitling any Person to acquire shares of Common Stock at a price per share (the "LESSER PER SHARE PRICE") less than the per share purchase price paid by the Purchasers pursuant to this Agreement, then the Company shall issue to each Purchaser, no later than three (3) Trading Days following the issuance of such shares of Common Stock or Common Stock Equivalents, such additional number of shares (the "ADDITIONAL SHARES") of Common Stock equal to the excess of (A) the quotient obtained by dividing the aggregate purchase price paid by such Purchaser for the shares purchased pursuant to this Agreement divided by the Lesser Per Share Price over (B) the number of shares purchased by such Purchaser at the Closing. For such purposes, in connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the "DEEMED NUMBER") shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number. The foregoing shall not apply to (a) any grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan or (b) any shares of Common Stock issued pursuant to strategic partnerships, up to an aggregate of 462,962 shares of Common Stock.
Additional Issuance of Shares. Unless otherwise approved by the Company’s Board of Directors, pursuant to the Company’s Amended and Restated Articles of Incorporation, the Company shall not issue additional shares of the Preferred Stock, or any warrant therefor, or any other security convertible into such shares of Preferred Stock.
Additional Issuance of Shares. (a) If the audited, consolidated financial statements (the “Audited 2009 Financials”) of the Company and its Subsidiaries filed in 2010 by the Company with the Commission as part of the Company’s Annual Report on Form 10-K reflects Net Income of less than US$11,500,000, then the Company, within ten days after the date of such filing and without any further action or payment on the part of the Purchasers, shall issue to each Purchaser, in a transaction that does not require registration under the Securities Act, a stock certificate representing such number of duly authorized, validly issued, fully-paid and non-assessable Shares calculated as follows; provided, however that in no event shall the Company issue in excess of 3,500,000 Shares in the aggregate under this Section 2.4: X = (((P*O) – S) / (1-P)) * Z Where: X = the number of Shares to be issued to the Purchasers in accordance with this Section 2.4 P = (aggregate Subscription Amount of the Purchasers) / (Net Income * 7.9) O = Number of shares of Common Stock outstanding immediately after the issuance of the Shares to be issued pursuant to Section 2.1 S = Shares issued to the Purchasers pursuant to Section 2.1 Z = (Number of Shares issued to such Purchaser pursuant to Section 2.1) / S
Additional Issuance of Shares. (a) In the event that after the date hereof and prior to the first anniversary of the date hereof the Company issues or agrees to issue any Common Stock or Common Stock Equivalents, other than Excluded Stock, for a consideration (net of any discounts, fees, and commissions) to the Company per share less than the Reference Price (the "Issuance Price"), each Purchaser shall be entitled to receive such number of additional shares of Common Stock (upon payment to the Company of an amount per share equal to the par value of such additional shares of Common Stock), equal to the excess of (A) the quotient obtained by dividing the aggregate purchase price plus exercise price paid by such Purchaser for such Purchaser's Eligible Shares (it being assumed for this purpose that no portion of the purchase price is attributable to the Warrants) divided by the Issuance Price over (B) the number of Eligible Shares then held by such Purchaser.
Additional Issuance of Shares. Upon the exercise of this Option, the Company and Cooltech shall cause InfoSonics to issue to Cooltech’s shareholders of record as of the date of the closing of the Merger (the “Cooltech Shareholders”), an aggregate of 3,125,000 shares of InfoSonics’ common stock (or common stock equivalents), which shall be allocated to the Cooltech Shareholders in such manner and in such proportions as set forth in Section 2.03(b) of the Merger Agreement, as amended (the “Share Issuance”).
Additional Issuance of Shares. (a) In the event that after the date hereof and prior to the Effective Date the Company, without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities, issues or agrees to issue any Common Stock Equivalents, other than shares of Excluded Stock, for a consideration (before deduction of any discounts, fees, commissions and other expenses) to the Company per share less than the Reference Price (the “Issuance Price”), each Purchaser shall be entitled immediately (and in any event prior to the end of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash equal to the product of (A) the difference between the Reference Price minus such Issuance Price, times (B) the number of Shares purchased by such Purchaser hereunder.
