Common use of Issuance of Additional Shares of Common Stock Clause in Contracts

Issuance of Additional Shares of Common Stock. (a) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above.

Appears in 6 contracts

Samples: Shareholders Agreement (Decrane Aircraft Holdings Inc), Securities Purchase Agreement (Decrane Aircraft Holdings Inc), Shareholders Agreement (Decrane Aircraft Holdings Inc)

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Issuance of Additional Shares of Common Stock. (ai) If In the event the Issuer shall at any time following the Company shall (except as hereinafter provided) Original Issue Date issue or sell any Additional Shares of Common StockStock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), in exchange for consideration in an amount at a price per Additional Share of Common Stock which is share less than the Current Warrant Price at the time the Additional Shares of Common Stock are issuedthen in effect or without consideration, then (i) the Current Warrant Price as upon each such issuance shall be adjusted to the number of shares for which this Warrant is exercisable prior price equal to such adjustment shall be reduced to a the price determined by dividing multiplying the Warrant Price then in effect by a fraction (A) an amount equal to the sum numerator of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) which is the total number of shares of Common Stock then outstanding immediately after prior to the time of such issue issuance (or sale; and (iideemed issuance) plus the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for which this the shares so issued (or deemed issued) would purchase at such Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by Price, and (B) the denominator of which is the total number of shares of Common Stock then outstanding plus the number of shares of Common Stock for which this Warrant is exercisable immediately prior so issued (or deemed issued). Notwithstanding the foregoing, there shall be no adjustment to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from upon any issuance or deemed issuance of Common Stock if the adjustment made pursuant to clause (i) aboveholders of a majority of the outstanding Series A Preferred Stock waive in writing such adjustment.

Appears in 6 contracts

Samples: Waiver for Securities Purchase Agreement (Neoprobe Corp), Neoprobe Corp, Neoprobe Corp

Issuance of Additional Shares of Common Stock. (a) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Krauses Furniture Inc), General Electric Capital Corp, General Electric Capital Corp

Issuance of Additional Shares of Common Stock. (a) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share shares of Common Stock which in a Subsequent Issuance for a consideration per share that is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable Market Value in effect immediately prior to such adjustment issuance or sale, then, forthwith upon such issuance or sale, the Exercise Price shall be reduced to the price calculated by multiplying the then existing Exercise Price by a price determined fraction, the numerator of which shall be the quotient obtained by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale Subsequent Issuance multiplied by the then existing Current Warrant Price Market Value per share of Common Stock immediately prior to such Subsequent Issuance plus (y) the considerationaggregate consideration (determined in accordance with the provisions of Section 4.6 hereof), if any, received by the Company upon in connection with such issue or sale, Subsequent Issuance divided by (B) the total number of shares of Common Stock outstanding Outstanding immediately after such issue or sale; Subsequent Issuance, and (ii) the number denominator of shares which shall be the Current Market Value per share of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) aboveSubsequent Issuance.

Appears in 2 contracts

Samples: North Atlantic Trading Co Inc, North Atlantic Trading Co Inc

Issuance of Additional Shares of Common Stock. (a) If In case the Company at any time or from time to time after the Company date hereof shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Stock (including Additional Share Shares of Common Stock which is deemed to be issued pursuant to Section 2.3 or 2.4) without consideration or for a consideration per share less than the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, subject to Section 2.8, the number of shares of Common Stock provided for in the Warrant Price at shall be increased, concurrently with such issue or sale, to an amount determined by multiplying such number by a fraction (a) the time numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 2.2(a), (x) immediately after any Additional Shares of Common Stock are issueddeemed to have been issued pursuant to Section 2.3 or 2.4, then such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding, and (b) the denominator of which shall be (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock which the aggregate consideration received by the Company for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the total number of shares such Additional Shares of Common Stock for which this Warrant is exercisable immediately prior to so issued or sold would purchase at such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) aboveMarket Price.

Appears in 2 contracts

Samples: Wexford Management LLC, Wexford Management LLC

Issuance of Additional Shares of Common Stock. (a) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above.

Appears in 2 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Netegrity Inc), Securities Purchase Agreement (Healthcare Capital Partners Lp)

Issuance of Additional Shares of Common Stock. (a) If if at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above.

Appears in 1 contract

Samples: Family Christian Stores Inc

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Issuance of Additional Shares of Common Stock. (i) During the Term, in the event the Issuer shall issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) If through (c) of this Section 4), at any time a price per share less than the Company Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be reduced (except calculated to the nearest cent), as hereinafter providedof the close of business on the date of the issuance or sale, to the amount obtained by multiplying the Warrant Price by a fraction, (1) issue the numerator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to the issuance or sell any sale of Additional Shares of Common Stock, plus (B) the quotient obtained by dividing the Aggregate Consideration Received (as defined in exchange Section 4(d)(ii)) by the Issuer for consideration in an amount per Additional Share the total number of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then so issued and/or sold (iand/or deemed so issued and sold) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) the Current Warrant Price in effect immediately prior to such issue the issuance or sale, and (2) the denominator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to the issuance or sale multiplied by (or deemed issuance or sale), plus (B) the number of shares Additional Shares of Common Stock for which this Warrant is exercisable immediately prior to such issue so issued or sale, sold (and/or deemed so issued and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) abovesold).

Appears in 1 contract

Samples: Alpine Alpha 2, Ltd.

Issuance of Additional Shares of Common Stock. (ai) If at any time after the date hereof the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, Stock in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Exercise Price at the time the Additional Shares of Common Stock are issued, then (iA) the Current Warrant Exercise Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A1) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price Exercise Price, plus (y) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B2) the total number of shares of Common Stock outstanding Outstanding immediately after such issue or sale; , and (iiB) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of quotient obtained by dividing (A1) the Current Warrant product obtained by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale multiplied by (By) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, and dividing by (2) the product thereof by the Current Warrant Exercise Price resulting from the adjustment made pursuant to clause (iA) above.

Appears in 1 contract

Samples: Lexmark International Group Inc

Issuance of Additional Shares of Common Stock. (a) If at any time the Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock which is less than the Current Warrant Price at the time the Additional Shares of Common Stock are issued, then (i) the Current Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding Outstanding immediately prior to such issue or sale multiplied by the then existing Current Warrant Price Price, plus (y) the consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of (A) obtained by multiplying the Current Warrant Price in effect immediately prior to such issue or sale multiplied by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale, sale and dividing the product thereof by the Current Warrant Price resulting from the adjustment made pursuant to clause (i) above.

Appears in 1 contract

Samples: Arv Assisted Living Inc

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