Adjustment for Common Stock Issue Sample Clauses
The "Adjustment for Common Stock Issue" clause defines how the terms of a contract, such as conversion rates or share allocations, are modified if the company issues additional common stock. Typically, this clause outlines the method for recalculating the number of shares or the price per share to ensure that existing stakeholders are not unfairly diluted by new issuances. For example, if a company issues new shares at a price lower than the current value, the conversion ratio for convertible securities may be adjusted to compensate holders. The core function of this clause is to protect existing investors from the negative effects of dilution and to maintain fairness in the distribution of equity.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + M -------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price. 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 current market 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:
(1) any of the transactions described in subsections (b) and (c) of this Section 7,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible into, or exchangeable or exercisable for, Common Stock,
(3) Common Stock issued to the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock,
(5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger,
(6) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting,
(7) Common Stock issued in a bona fide private placement to, or through a placement agent which is, a member firm of the National Association of Securities Dealers, Inc., or
(8) Common Stock issued as a dividend on any preferred stock in accordance with the stated terms of such preferred stock and in lieu of cash dividends otherwise payable on such preferred stock pursuant to the instrument under which the preferred stock was issued.
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: 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:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Adjustment for Common Stock Issue. If the Company issues shares of --------------------------------- Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the Warrant Price shall be adjusted in accordance with the formula: P - W' = W x O + M ------ A Where: W' = the adjusted Warrant Price W = the then current Warrant Price 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 current market 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 after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 7.1 or
(2) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting or
(3) Shares of Common Stock issued pursuant to existing options or the exchange of convertible securities on the date hereof.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: where:
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Specified Value per share on the date the Company fixes the offering price of such additional shares, the Warrant Number shall be adjusted in accordance with the formula: W' = W x A --- O + P --- M where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock. P = the aggregate consideration received for the issuance of such additional shares of Common Stock. M = the Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. 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 any of the transactions described in subsection (a) of this Section 4.1 or the issuances described below:
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market 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 where:
Adjustment for Common Stock Issue. If, after the date of this Agreement, the Company issues shares of Common Stock for a consideration per share less than the current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P O + ----- M E' = E x ----------- A
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Fair Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula: P - E' = E x O + M ---------- A where: E' = the adjusted Exercise Price. E = the then current Exercise Price. 0 = 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 Fair Value 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.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Specified Value per share on the date the Company fixes the offering price of such additional shares, the Warrant Number shall be adjusted in accordance with the following formula: where: Wʹ = the adjusted Warrant Number. W = the Warrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock. P = the aggregate consideration received for the issuance of such additional shares of Common Stock. M = the Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) shall not apply to any of the transactions described in subsection (a) of this Section 9 or for which an adjustment has been made pursuant to other provisions of this Section 9.
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- O + P - M where: N'= the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.
(a) does not apply to:
(1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock,
(2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business,
(3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting,
(4) Common Stock issued to the Holders,
(5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and
(6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.