Common Stock Issue Sample Clauses

Common Stock Issue. In the event that at any time or from time to time the Company shall issue shares of Common Stock for a consideration per share that is less than the Current Market Value per share of Common Stock as of the issuance date of such shares, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such issuance date shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately preceding the issuance of such shares plus the number of additional shares of Common Stock to be issued in such transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately preceding the date for the issuance of such shares plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the issuance of such shares (as determined in good faith by the Board of Directors, whose determination shall be evidenced by a board resolution filed with the Warrant Agent, a copy of which will be sent to Holders upon request) would purchase at the Current Market Value per share of Common Stock as of the date of such issuance; and, subject to Section 4.08, in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the aforementioned fraction; provided, however, that no adjustment to the number of Warrant Shares issuable upon the exercise of the Warrants or to the Exercise Price shall be made as a result of (i) the issuance of shares of Common Stock in bona fide public offerings that are underwritten or in which a placement agent is retained by the Company, (ii) the issuance of shares of Common Stock (including upon exercise of options) pursuant to the terms of and in order to give effect to the 1996 Stock Incentive Plan as in effect on the date hereof, as it may be amended from time to time, and (iii) the issuance of shares of Common Stock in connection with acquisitions of products and businesses other than to Affiliates of the Company. Such adjustment shall be made, and shall only become effective, whenever such shares are issued. No adjustment shall be made pursuant to this Section 4.03 which shall have the effect of decreasing the number of sh...
Sample 1See All (11)
AutoNDA by SimpleDocs
Common Stock Issue. In the event that at any time or from time to time the Company shall issue shares of Common Stock, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such issuance date shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately preceding the issuance of such shares plus the number of additional shares of Common Stock to be issued in such transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately preceding the date for the issuance of such shares. Adjustments shall be made, and shall only become effective, whenever shares are issued. No adjustment shall be made pursuant to this Section 4.04 (i) which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of each Warrant or increasing the applicable Exercise Price or (ii) on account of the Company’s issuance of any Common Stock (a) in accordance with terms of a Qualified Incentive Plan or (b) upon the exercise of any rights, options or warrants issued in accordance with terms of a Qualified Incentive Plan.
Sample 1Sample 2See All (5)
Common Stock Issue. In the event that at any time or from time to time the Company shall issue shares of Common Stock for a consideration per share that is less than the Current Market Value per share of Common Stock as of the issuance date of such shares, the number of shares of Common Stock issuable upon the exercise of each Warrant immediately after such issuance date shall be determined by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such issuance date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately preceding the issuance of such shares plus the number of additional shares of Common Stock to be issued in such transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately preceding the date for the issuance of such shares plus the total number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the issuance of such shares would purchase at the Current Market Value per share of Common Stock as of the date of such issuance; and, subject to Section 3.08(b), in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the applicable Exercise Price immediately prior to such date of issuance by the aforementioned fraction; provided, however, that no adjustment to the number of shares of Common Stock issuable upon the exercise of the Warrants or to the applicable Exercise Price shall be made with respect to shares of Common Stock issued pursuant to and consistent with the terms of the ESOP for Company contributions to the ESOP in the form of Company match and profit sharing contributions in the ordinary course of business consistent with past practices. Adjustments shall be made, and shall only become effective, whenever shares are issued. No adjustment shall be made pursuant to this Section 4.04 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of each Warrant or increasing the applicable Exercise Price.
Sample 1Sample 2See All (4)
Common Stock Issue. 24 SECTION 4.04. Issuance of Rights or Options.................................25 SECTION 4.05.
Sample 1
Common Stock Issue. In the event that at any time or from time to time the Company shall issue shares of Common Stock, the Base Exercise Amount immediately after such issuance date shall be determined by multiplying the Base Exercise Amount immediately prior to such issuance date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately preceding the issuance of such shares plus the number of additional shares of Common Stock to be issued in such transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately preceding the date for the issuance of such shares. Adjustments shall be made, and shall only become effective, whenever shares are issued. No adjustment shall be made pursuant to this Section 4.04 (i) which shall have the effect of decreasing the Base Exercise Amount or increasing the applicable Exercise Price or (ii) on account of the Company’s issuance of any Common Stock (a) in accordance with terms of a Qualified Incentive Plan or (b) upon the exercise of any rights, options or warrants issued in accordance with terms of a Qualified Incentive Plan. Section 4.05.
Sample 1
Common Stock Issue. 16 SECTION 4.04. Issuance of Rights or Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 SECTION 4.05.
Sample 1
Common Stock Issue. 21 SECTION 4.04. ISSUANCE OF RIGHTS OR OPTIONS..................................22 SECTION 4.05.
Sample 1
AutoNDA by SimpleDocs

Related to Common Stock Issue

  • Stock Issuance Upon exercise of the Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to the exercise to be issued in the individual names of Holder, its nominees or assignees, as appropriate at the time of such exercise. Upon conversion of the shares of Preferred Stock to shares of Common Stock, the Company will issue the Common Stock in the individual names of Holder, its nominees or assignees, as appropriate.

  • Adjustment for Common Stock Issue If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. 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 Closing 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 immediately after such issuance. This subsection (d) does not apply to:

  • 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).

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

  • Rights Issued in Respect of Common Stock Issued Upon Conversion Each share of Common Stock issued upon conversion of Securities pursuant to this Article 11 shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be (the "Rights"), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"). Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of Securities at any time prior to the distribution of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Article 11, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights.

  • Rights to Future Stock Issuances Subject to the terms and conditions of this Section 10 and applicable securities laws, if at any time prior to the second anniversary of the Closing, the Company proposes to offer or sell any New Securities, the Company shall first offer the Investor the opportunity to purchase up to ten percent (10%) of such New Securities. The Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate among itself and its Affiliates.

  • 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:

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Common Shares 4 Company...................................................................................... 4

  • 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).

Time is Money Join Law Insider Premium to draft better contracts faster.