Exercise Price Adjustment Clause Samples
The Exercise Price Adjustment clause defines how and when the exercise price of an option or warrant may be modified in response to certain events. Typically, this clause applies when there are corporate actions such as stock splits, dividends, mergers, or other changes that could affect the value of the underlying security. For example, if a company issues additional shares or pays a stock dividend, the exercise price may be adjusted downward to reflect the dilution. The core function of this clause is to ensure fairness by maintaining the economic value of the option or warrant for the holder, preventing unintended gains or losses due to corporate actions.
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Exercise Price Adjustment. If at any time the Company grants, issues or sells any Common Stock, options to purchase Common Stock, securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any person, entity, association, or other organization other than the Holder, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the exercise price of the Warrant Shares is $2.00, and if the Company sells Common Stock at $1.00 per share at any time after the date hereof, then the Exercise Price of Holder’s Warrant Shares would be adjusted to $1.00. Notwithstanding, the Exercise Price may not exceed $2.00 per share in any case. This Section shall not apply to an Exempt Issuance as defined in the Loan Agreement.
Exercise Price Adjustment. Upon each adjustment of the number of Option Shares issuable upon exercise of each whole Option pursuant to this Section 8, the Exercise Price of each Option outstanding immediately prior to such adjustment shall thereafter be equal to an adjusted Exercise Price per Option Share determined (to the nearest cent) by multiplying the Exercise Price for each whole Option immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Option Shares issuable upon exercise of each whole Option immediately prior to such adjustment and the denominator of which shall be the number of Option Shares issuable upon exercise of each whole Option immediately after such adjustment.
Exercise Price Adjustment. Except in cases where an adjustment of the per share Exercise Price is provided for above, whenever the number of Warrant Shares purchasable upon the exercise of the Warrant becomes subject to adjustment as provided pursuant to this Section 6, the per share Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such per share Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the per share Exercise Price shall in no event be less than the par value of such Warrant Share.
Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted as provided pursuant to this Section 6.1, the Exercise Price per share payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter; PROVIDED, HOWEVER, that the Exercise Price for each Warrant Share shall in no event be less than the par value of such Warrant Share.
Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.
Exercise Price Adjustment. Whenever the Number Issuable upon the exercise of the Warrant is adjusted as provided pursuant to this Section 2(a), the Exercise Price per share payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the Number Issuable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the Number Issuable immediately thereafter; provided, however, that the Exercise Price for each Share of the Common Stock shall in no event be less than the par value of a share of such Common Stock.
Exercise Price Adjustment. In case of any ------------------------- reclassification, redesignation or reorganization described in Section 4.1 or any Combination described in Section 4.2, the Exercise Price of one Warrant after such reclassification, redesignation, reorganization or Combination will equal (i) if the Warrants are exercisable into stock only, the per share par value of such stock multiplied by the number of shares of stock into which one Warrant is exercisable, (ii) if the Warrants are exercisable for cash or property only, an amount equal to a fraction the numerator of which is the amount of cash or Fair Market Value of property into which one Warrant is exercisable and the denominator of which is the amount of cash or Fair Market Value of property one share of Common Stock was exchanged for in such Combination and (iii) if the Warrants are exercisable for cash or property and stock, an amount equal to the Exercise Price determined by clause (i) above with respect to the stock portion and the Exercise Price determined by clause (ii) with respect to the cash or property portion.
Exercise Price Adjustment. Whenever the number of shares of Common Stock into which a Warrant is exercisable is adjusted as provided in this Article 6, then the Exercise Price payable upon exercise of the Warrant shall simultaneously be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Common Stock into which such Warrant was exercisable immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock into which such Warrant was exercisable immediately thereafter.
Exercise Price Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows; provided, however, that no adjustment of the Exercise Price shall have the effect of increasing such Exercise Price above the Exercise Price in effect immediately prior to such adjustment except as provided pursuant to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) by the Company of any Additional Stock (as defined below) after the Original Issue Date, without consideration or for an Effective Price (as defined below) per share less than the Exercise Price in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock, then the Exercise Price in effect immediately prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such Exercise Price by a fraction, (1) the numerator of which shall be the number of Common Stock Equivalents Outstanding immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance would purchase at such Exercise Price; and (2) the denominator of which shall be the number of Common Stock Equivalents Outstanding immediately after such issuance.
(ii) No adjustment of the Exercise Price shall be made in an amount less than $0.01 per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment to the Exercise Price.
(iii) In the case of the issuance of securities of the Company for cash, the amount of consideration received by the Company for such securities shall be deemed to be the amount of cash paid therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
(iv) In the case of the issuance of securities of the Company for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to have a dollar value equal to the fair market value of such non-cash consideration as determined by the Board of Directors, irrespective of any accounting treatment thereof.
(v) In the case of the issuance on or after the Original Issue Date of Options (as defined below) or Convertible Securities (as defined below), the following provisions shall apply for all...
Exercise Price Adjustment. Upon each adjustment of the number of Warrant Shares issuable upon exercise of each whole Warrant pursuant to this Section 8, the Exercise Price of each Warrant outstanding immediately prior to such adjustment shall thereafter be equal to an adjusted Exercise Price per Warrant Share determined (to the nearest cent) by multiplying the Exercise Price for each whole Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares issuable upon exercise of each whole Warrant immediately prior to such adjustment and the denominator of which shall be the number of Warrant Shares issuable upon exercise of each whole Warrant immediately after such adjustment.