Adjustment to Warrant Exercise Price Upon Issuance of Common Stock. Except as provided in Section 2.6(e) and except in the case of an event described in Section 2.1, Section 2.2, or Section 2.3, if the Company shall, at any time or from time to time after the Issue Date, issue or sell, or in accordance with Section 2.6(c) is deemed to have issued or sold, any shares of Common Stock (including as a result of the issuance of Options and/or Convertible Securities) without consideration or for consideration per share less than the Market Price immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Warrant Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Warrant Exercise Price equal to the quotient obtained by multiplying the Warrant Exercise Price by a fraction: (i) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Market Price; and (ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale).
Appears in 2 contracts
Sources: Investment Agreement (Management Network Group Inc), Common Stock Purchase Warrant (Management Network Group, Inc.)
Adjustment to Warrant Exercise Price Upon Issuance of Common Stock. Except as provided in Section 2.6(e4.6(d) and except in the case of an event described in Section 2.14.1, Section 2.24.2, or Section 2.34.3, if the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or in accordance with Section 2.6(c) is deemed to have issued or sold, sell any shares of Common Stock (including except as a result of the issuance exercise or conversion of any outstanding Options and/or Convertible SecuritiesSecurities not prohibited from being outstanding by the Investment Agreement) without consideration or for consideration per share less than the Market Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Warrant Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Warrant Exercise Price equal to the quotient product obtained by multiplying the Warrant Exercise Price by a fraction:
(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Market Price; and
(ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale).
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Management Network Group, Inc.), Investment Agreement (Management Network Group, Inc.)
Adjustment to Warrant Exercise Price Upon Issuance of Common Stock. Except as provided in Section 2.6(e2.6(d) and except in the case of an event described in Section 2.1, Section 2.2, or Section 2.3, if the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or in accordance with Section 2.6(c) is deemed to have issued or sold, sell any shares of Common Stock (including except as a result of the issuance exercise or conversion of any outstanding Options and/or Convertible SecuritiesSecurities not prohibited from being outstanding by the Investment Agreement) without consideration or for consideration per share less than the Market Price immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Warrant Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Warrant Exercise Price equal to the quotient obtained by multiplying the Warrant Exercise Price by a fraction:
(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Market Price; and
(ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale).
Appears in 2 contracts
Sources: Investment Agreement (Management Network Group, Inc.), Common Stock Purchase Warrant (Management Network Group, Inc.)
Adjustment to Warrant Exercise Price Upon Issuance of Common Stock. Except as provided in Section 2.6(e4.6(e) and except in the case of an event described in Section 2.14.1, Section 2.24.2, or Section 2.34.3, if the Company shall, at any time or from time to time after the Issue Date, issue or sell, or in accordance with Section 2.6(c4.6(c) is deemed to have issued or sold, any shares of Common Stock (including as a result of the issuance of Options and/or Convertible Securities) without consideration or for consideration per share less than the Market Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Warrant Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Warrant Exercise Price equal to the quotient product obtained by multiplying the Warrant Exercise Price by a fraction:
(i) the numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Market Price; and
(ii) the denominator of which shall be the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale).
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Management Network Group, Inc.), Investment Agreement (Management Network Group Inc)