Adjustment For Certain Issuances Clause Samples

The "Adjustment For Certain Issuances" clause defines how the terms of a contract, often relating to equity or convertible securities, are modified if the company issues new shares or similar instruments under specific conditions. Typically, this clause outlines the circumstances under which adjustments to conversion rates, exercise prices, or the number of shares issuable are triggered, such as the issuance of additional stock at a price below a set threshold. Its core function is to protect existing stakeholders from dilution or unfavorable changes in value by ensuring their rights or interests are adjusted proportionally in response to new issuances.
Adjustment For Certain Issuances. (a) In case at any time on or after the Issuance Date the Company issues shares of Common Stock or Common Stock Equivalents at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than the Purchase Price in effect at the time of such issuance, then following such issuance the Purchase Price shall be reduced to the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised, if the same is lower than the Purchase Price in effect immediately prior to such issuance. If the Purchase Price is reduced pursuant to this Section 8, then the number of shares of Common Stock for which this Warrant may thereafter be exercised shall be increased at the time of such reduction of the Purchase Price to a number equal to the quotient obtained by dividing (x) the Aggregate Purchase Price in effect immediately prior to such issuance by (y) the Purchase Price in effect immediately after such issuance after giving effect to such reduction in the Purchase Price pursuant to this Section 8. (b) If any adjustment in the Purchase Price is made pursuant to this Section 8 in respect of any issuance of shares of Common Stock or Common Stock Equivalents, no adjustment in the Purchase Price or the number of shares of Common Stock issuable upon exercise of this Warrant shall be made by reason of such issuance pursuant to Section 8. (c) Notwithstanding the foregoing, no adjustment shall be made under this Section 8 by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 5 is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 14; (2) the issuance by the Company of the Notes, the Other Notes, the Warrants or the Other Warrants or shares of Common Stock upon conversion of the Notes, or the Other Notes or upon exercise of this Warrant or the Other Warrants or in accordance with the terms hereof and thereof; (3) the issuance of Common Stock upon conversion, exercise or exchange of Common Stock Equivalents outstanding on the Issuance Date in accor...
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Adjustment For Certain Issuances. (A) In the event that the Company shall commit to issue or distribute New Securities, in any such case at a price per share less than the Current Market Price per share on the earliest of (1) the date the Company shall enter into a firm contract for such issuance or distribution, (2) the record date for the determination of stockholders entitled to receive any such New Securities, if applicable, or (3) the date of actual issuance or distribution of any such New Securities (provided that the issuance of Common Stock upon the exercise of New Securities that are rights, warrants, options or convertible or exchangeable securities ("New Derivative Securities") will not cause an adjustment in the Conversion Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Conversion Price in effect immediately prior to such earliest date shall be adjusted so that the new Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such earliest date by the fraction:
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Adjustment For Certain Issuances. If, at any time after the date -------------------------------- hereof, pursuant to a transaction conducted for equity financing purposes, the Company shall issue or sell any additional shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock for a consideration per share or having a conversion price or exchange price, either initially or after any subsequent adjustment to such price (not including adjustments made in transactions referenced in subsections 9(a) and (b) of this Warrant), less than the then-applicable Purchase Price, such Purchase Price shall be reduced, as of the date of such issuance or sale, to a price equal to the consideration per share or conversion price or exchange price, whichever is applicable.
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Adjustment For Certain Issuances. (A) If at any time or from time to time the Company issues shares of Common Stock or Common Stock Equivalents (collectively, the "Newly Issued Shares") at a price per share at which the Company sells such shares of Common Stock or the price per share at which the holders of such Common Stock Equivalents are entitled to acquire shares of Common Stock upon conversion or exercise thereof which is less than or equal to the lower of (x) $1.75 per share (such price to be subject to equitable adjustment for stock splits, stock dividends, reverse stock splits and recapitalizations), and (y) the Conversion Price in effect at the time of such issuance, then following such issuance the Conversion Price shall be reduced to the price per share that equals: (i) the lower of the amounts specified in the immediately preceding clauses (x) and (y) of this Section 4(c)(iii) (ii) an amount equal to 50 percent of (a) the lower of the amounts specified in the preceding clauses (x) and (y) of this Section 4(c)(iii) minus (b) the price per share (or weighted average price per share, if such shares are issued, or such Common Stock Equivalents may be converted or exercised, at different prices) at which such shares of Common Stock are issued or at which such Common Stock Equivalents may be exercised. For example, if the Company hereafter issues shares of Common Stock at a per share purchase price of $1.50, and the Conversion Price in effect at the time of such issuance is $2.00, then following such issuance the Conversion Price would be reduced to $1.625 ($1.75 minus 50% of [$1.75 minus $1.50]). The provisions of this Section 4(c)(iii) shall be applicable to successive issuances of Common Stock and Common Stock Equivalents. (B) Notwithstanding the foregoing, no adjustment shall be made under this Section 4(c)(iii) by reason of: (1) the issuance by the Company of shares of Common Stock pro rata to all holders of the Common Stock so long as (i) any adjustment required by Section 4(c)(i) is made and (ii) the Company shall have given notice thereof to the Holder pursuant to Section 4(c)(vii); (2) the issuance by the Company of this Note and the Warrant pursuant to the Purchase Agreement or the issuance by the Company of shares of Common Stock upon conversion of this Note in accordance with its terms or upon exercise of the Warrant in accordance with its terms; or (3) the issuance by the Company of Common Stock or options to purchase Common Stock to employees, directors and consultants ...
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Adjustment For Certain Issuances. In the event the Company issues any New Securities or any Equity Securities in connection with a bona fide acquisition (whether by consolidation, merger, amalgamation, reorganization or otherwise) of any other Person (or assets of any other Person) (but other than any issuance of Equity Securities as equity incentives to employees of such Person in connection therewith) for a price per share less than the Conversion Price then in effect with respect to any Preferred Shares (or, if applicable, any Preferred Shares issuable pursuant to an exercise of any Warrant), as of the date of such issuance, the Conversion Price with respect to such Preferred Shares (or, if applicable, such Preferred Shares issuable pursuant to an exercise of any Warrant) shall be adjusted to be equal to the price per share for such New Securities or Equity Securities so issued.
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Adjustment For Certain Issuances. (A) In the event that the Company shall commit to issue or distribute securities, in any such case at a price per share (on an as converted basis with respect to any options, warrants or convertible securities) less than the Current Market Price per share (but more than the then applicable Conversion Price as described in Section 3(c)(ii)(B) below) on the earliest of (1) the date the Company shall enter into a firm contract for such issuance or distribution, (2) the record date for the determination of stockholders entitled to receive any such securities, if applicable, or (3) the date of actual issuance or distribution of any such securities (provided that the issuance of Common Stock upon the exercise of securities that are rights, warrants, options or convertible or exchangeable securities ("New Derivative Securities") will not cause an adjustment in the Conversion Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Conversion Price in effect immediately prior to such earliest date shall be adjusted so that the new Conversion Price shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such earliest date by the fraction:
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Related to Adjustment For Certain Issuances

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • No Adjustment for Certain Transactions Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • Adjustment for Convertible Securities Issue If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: 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 securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to: (1) convertible securities issued in a bona fide public offering for cash; or (2) convertible securities issued in a bona fide private placement to non-affiliates of the Company, including the issuance of convertible securities as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.