Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 11(b) hereof, the following will be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under paragraph 2A, the following shall be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining ------------------------------------------ the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable:
Effect on Exercise Price of Certain Events. For purposes of ------------------------------------------------ determining the adjusted Exercise Price under paragraph 2A, the following shall be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Conversion Price under Section 3.B, the following shall be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 3(b) (which, for the avoidance of doubt, the Company expressly agrees shall mean, for all purposes of this Section 3(c), including for purposes of determining whether the Company has issued or sold, or shall be deemed to have issued or sold, any shares of Common Stock for a consideration per Common Share less than a price equal to the Applicable Price), the following shall be applicable:
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable: ------------------------------------------ (i) Issuance of Rights or Options. If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to ----------------------------- purchase Common Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Market Price on the date of issuance or grant of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options will, as of the date of the issuance or grant of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Effect on Exercise Price of Certain Events. FOR PURPOSES OF DETERMINING -------------------------------------------- THE ADJUSTED EXERCISE PRICE UNDER PARAGRAPH 4(A) HEREOF, THE FOLLOWING WILL BE APPLICABLE: -Issuance of Rights or Options. IF THE COMPANY IN ANY MANNER ISSUES OR GRANTS ------------------------------- ANY WARRANTS, RIGHTS OR OPTIONS, WHETHER OR NOT IMMEDIATELY EXERCISABLE, TO SUBSCRIBE FOR OR TO PURCHASE COMMON STOCK OR OTHER SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK ("CONVERTIBLE SECURITIES") (SUCH WARRANTS, RIGHTS AND OPTIONS TO PURCHASE COMMON STOCK OR CONVERTIBLE SECURITIES ARE HEREINAFTER REFERRED TO AS "OPTIONS") AND THE PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON THE EXERCISE OF SUCH OPTIONS IS LESS THAN THE MARKET PRICE ON THE DATE OF ISSUANCE OR GRANT OF SUCH OPTIONS, THEN THE MAXIMUM TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF ALL SUCH OPTIONS WILL, AS OF THE DATE OF THE ISSUANCE OR GRANT OF SUCH OPTIONS, BE DEEMED TO BE OUTSTANDING AND TO HAVE BEEN ISSUED AND SOLD BY THE COMPANY FOR SUCH PRICE PER SHARE. FOR PURPOSES OF THE PRECEDING SENTENCE, THE "PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON THE EXERCISE OF SUCH OPTIONS" IS DETERMINED BY DIVIDING (I) THE TOTAL AMOUNT, IF ANY, RECEIVED OR RECEIVABLE BY THE COMPANY AS CONSIDERATION FOR THE ISSUANCE OR GRANTING OF ALL SUCH OPTIONS, PLUS THE MINIMUM AGGREGATE AMOUNT OF ADDITIONAL CONSIDERATION, IF ANY, PAYABLE TO THE COMPANY UPON THE EXERCISE OF ALL SUCH OPTIONS, PLUS, IN THE CASE OF CONVERTIBLE SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH OPTIONS, THE MINIMUM AGGREGATE AMOUNT OF ADDITIONAL CONSIDERATION PAYABLE UPON THE CONVERSION OR EXCHANGE THEREOF AT THE TIME SUCH CONVERTIBLE SECURITIES FIRST BECOME CONVERTIBLE OR EXCHANGEABLE, BY (II) THE MAXIMUM TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF ALL SUCH OPTIONS (ASSUMING FULL CONVERSION OF CONVERTIBLE SECURITIES, IF APPLICABLE). NO FURTHER ADJUSTMENT TO THE EXERCISE PRICE WILL BE MADE UPON THE ACTUAL ISSUANCE OF SUCH COMMON STOCK UPON THE EXERCISE OF SUCH OPTIONS OR UPON THE CONVERSION OR EXCHANGE OF CONVERTIBLE SECURITIES ISSUABLE UPON EXERCISE OF SUCH OPTIONS. -Issuance of Convertible Securities. IF THE COMPANY IN ANY MANNER ISSUES OR ------------------------------------- SELLS ANY CONVERTIBLE SECURITIES, WHETHER OR NOT IMMEDIATELY CONVERTIBLE (OTHER -- THAN WHERE THE SAME ARE ISSUABLE UPON THE EXERCISE OF OPTIONS) AND THE PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON SUCH ...
Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 1.2 (d), the following shall be applicable. If any ordinary shares, Options or Convertible Securities are issued or sold for cash, the consideration received therefor will be deemed to be the gross proceeds received by the Company therefor, without deducting any expenses paid or incurred by the Company or any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issuance or sale. If any ordinary shares, Options, or Convertible Securities that are issued or sold for a consideration other than cash, the amount of the consideration received by the Company will be fair value of such consideration. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the holders of a majority of the Options then outstanding. If such parties are unable to reach an agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days of the tenth (10th) day following the Valuation Event by an internationally recognized or major regional investment banking firm or firm of independent registered public accountants (an “Appraiser”) selected in good faith by the Company and agreed upon in good faith by the holders of a majority of the Options then outstanding. The determination of such Appraiser shall be binding upon all parties absent manifest error.
