Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section 5(d)(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock deemed issued pursuant to Section 5(d)(i)(E) below.
Appears in 3 contracts
Sources: Restructuring and Exchange Agreement (Yuma Energy, Inc.), Merger Agreement (Yuma Energy, Inc.), Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.)
Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section 5(d)(i(4)(d)(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock deemed issued pursuant to Section 5(d)(i)(E4(d)(i)(E) below.
Appears in 3 contracts
Sources: Share Purchase Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.), Stock Purchase Agreement (Deltagen Inc)
Adjustment Formula. Whenever the Conversion Price ------------------ is adjusted pursuant to this Section 5(d)(i(5)(d)(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “"Outstanding Common”") plus ------------------ the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “"Outstanding Common” " shall include shares of Common Stock deemed issued pursuant to Section 5(d)(i)(E) below.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Durect Corp), Asset Purchase Agreement (Durect Corp)
Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section 5(d)(i(4)(d)(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2y) the denominator of which shall be the number of shares of Outstanding Common immediately prior to such issuance plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock deemed issued pursuant to Section 5(d)(i)(E4(d)(i)(E) below.
Appears in 2 contracts
Sources: Preferred Stock Purchase Warrant (Zoosk, Inc), Preferred Stock Purchase Warrant (Zoosk, Inc)
Adjustment Formula. Whenever the Conversion Price is ------------------ adjusted pursuant to this Section 5(d)(i5.3(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “"Outstanding Common”") plus the number of ------------------ shares of Common Stock that the aggregate consideration received by the Corporation Company for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “"Outstanding Common” " shall include shares of Common Stock deemed issued ------------------ pursuant to Section 5(d)(i)(E5.3(i)(E) below.
Appears in 1 contract
Sources: Convertible Promissory Note (Northpoint Communications Group Inc)
Adjustment Formula. Whenever the Conversion Price is adjusted pursuant to this Section 5(d)(i(4)(d)(i), the new Conversion Price shall be determined by multiplying the Conversion Price then in effect by a fraction, (1x) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock deemed issued pursuant to Section 5(d)(i)(E4(d)(i)(F) below.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)