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 purposes of Sections 9.1(a) and (b). (A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby. (B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv). (C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.
Appears in 3 contracts
Sources: Warrant Agreement (Atx Group Inc), Warrant Agreement (Atx Group Inc), Warrant Agreement (Atx Group Inc)
Exercise Price Adjustment. The (i) If and whenever the Company issues or sells, or is deemed to have issued or sold, any Additional Shares of Common Stock for an effective consideration per share of less than the then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, 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 multiplied by a fraction, (1) fraction of which the numerator of which shall be the number of shares of Common Stock Equivalents Outstanding immediately prior to such issuance the Dilutive Issuance plus the number of shares of Common Stock which the aggregate consideration received offering price for such Dilutive Issuance (or deemed received) assuming receipt by the Company for in full of all consideration payable upon exercise of such issuance rights, options or warrants) would purchase at such the Exercise Price; , and (2) the denominator of which shall be the number sum 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable Outstanding immediately prior to the CompanyDilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance; provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, Capital Share Equivalents shall be recomputed to reflect deemed outstanding immediately after the issuance of such change, but no further Common Stock. Such adjustment shall be made for the actual issuance whenever such shares of Common Stock or any payment Capital Share Equivalents are issued. For purposes of such consideration this Section 11(b), "Common Stock Outstanding" as of a given date shall be the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 11(b), the number of Warrant Shares issuable upon the exercise of any this Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such Options or adjustment by the conversion or exchange number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such Convertible Securities. “Excluded Securities” means adjustment and dividing the Company’s Series A Convertible Preferred Stock, product so obtained by the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.adjusted Exercise Price.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Home Director Inc), Securities Purchase Agreement (Home Director Inc), Securities Agreement (Smartserv Online Inc)
Exercise Price Adjustment. The If the Company at any time prior to the third anniversary of the Initial Exercise Date shall issue, or be deemed to have issued, Additional Shares of Common Stock (as hereinafter defined) without consideration or for consideration per share of Common Stock less than the then applicable Exercise Price (the "Dilutive Price") in effect immediately prior to such issuance, then forthwith upon the occurrence of any such event (the "Dilutive Event") the Exercise Price shall be subject to adjustment from time to time as follows; provided, however, reduced so 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):
following the Dilutive Event will equal (i) Upon each issuance (or deemed issuance pursuant to in the provisions hereof) by event the Company of Dilutive Event shall occur at 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 time prior to the issuance first anniversary of the Initial Exercise Date, the Dilutive Price; and (ii) in the event the Dilutive Event shall occur at any time on or deemed issuance) after the first anniversary of such Additional Stock, then the Initial Exercise Price in effect immediately Date and prior to each issuance (or deemed issuance) shall be adjusted to a price determined by multiplying such the third anniversary of the Initial Exercise Price by Date, a fraction, (1x) the numerator of which shall be (1) the total number of shares of Common Stock Equivalents Outstanding immediately prior to the issuance of such issuance Additional Shares of Common Stock, plus (2) 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the consideration, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange total number of such Convertible Securities or Additional Shares of Common Stock so issued upon such issuance would purchase at the exercise of Exercise Price in effect immediately prior to such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) issuance, and (iv).
y) the denominator of which shall be (C1) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable Outstanding immediately prior to the Company, upon exercise issuance of such Options or upon conversion or exchange Additional Shares of Common Stock, plus (2) the number of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance Additional Shares of Common Stock or any payment so issued. For the avoidance of such consideration upon doubt, in no event shall the exercise Exercise Price be adjusted pursuant to this Section 11(b) as a result of any such Options issuances of Additional Shares of Common Stock at any time on or after the conversion or exchange third anniversary of such Convertible Securitiesthe Initial Exercise Date. “Excluded Securities” means For purposes of this Section 11(b), "Common Stock Outstanding" as of a given date shall be the Company’s Series A Convertible Preferred Stocknumber of shares of Common Stock (excluding treasury shares, the Company’s Series B Convertible Preferred Stock if any) issued and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.outstanding.
Appears in 2 contracts
Sources: Securities Agreement (Wireless Frontier Internet Inc), Securities Agreement (Wireless Frontier Internet Inc)
Exercise Price Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows; provided, however, In the event 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 subsequent to the provisions date hereof) by , the Company of issues or sells any Additional Stock Preferred Stock, any Convertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Preferred Stock or any such Convertible Securities (other than (i) shares of Preferred Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (ii) shares of Preferred Stock issuable under options or warrants that are outstanding as of the date hereof, (iii) shares of Preferred Stock issued pursuant to a stock dividend, split or other similar transaction) (“Additional Preferred Stock”), and at an effective price per share of Preferred Stock which is less than $1.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the Original Issue Date, without consideration or for an Effective Price (as defined belowdate hereof) per share less than (the Exercise Price in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock“New Issuance Price”), then the Exercise Price in effect immediately prior to each issuance (or deemed issuance) shall be adjusted reduced, effective concurrently with such issuance or sale of such Additional Preferred Stock, to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1A) the numerator of which shall be the sum of (1) the number of Common shares of Preferred Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately prior to such issuance or sale, plus (2) the number of shares of Common Preferred Stock which the aggregate consideration received (or deemed received) by the Company for such issuance Additional Preferred Stock would purchase at such Exercise Price; a per share purchase price of $1.00 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the date hereof), and (2B) the denominator of which shall be the number of Common shares of Preferred Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately after such issuance.
(ii) No adjustment issuance or sale. For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of Preferred Stock (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 belowSecurities”), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Preferred Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Preferred Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means In the Company’s Series A Convertible Preferred Stockevent of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Company’s Series B Convertible Preferred Stock and Exercise Price shall be inversely proportionately increased or decreased as the Secured Convertible Note dated August 25case may be, 1999such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, payable to Protection One Alarm Monitoringin the event of any adjustment in the Exercise Price, Inc.the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price shall (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; provided(i) the Company’s current employee option plans or shares issued upon exercise of options, howeverwarrants or rights outstanding on the date of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, that no adjustment of or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price shall have the effect of increasing such Exercise Price above the Exercise Price then in effect immediately prior to such adjustment except as provided pursuant to Section 9.l(d):
(i) Upon each issuance (issue 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 Stocksale, then the Exercise Price in effect immediately prior to each issuance (such issue or deemed issuance) sale shall be adjusted reduced effective concurrently with such issue or sale to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuanceissue or sale.
(iib) No adjustment For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of Common Stock (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 belowSecurities”), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable then issuable, whether or not vested, upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv)exercise, if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the exchange or conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means .
(c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 13, so that after such adjustments the Company’s Series A Convertible Preferred Stockaggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments for the number of shares this Warrant was exercisable into prior to such adjustment.
(d) Notwithstanding the above in this Section 13, there shall be no adjustment under this Section 13 for the Company’s Series B Convertible Preferred Stock ▇▇▇▇▇▇▇ Purchased Shares or the Option Shares issued pursuant to the terms of the ▇▇▇▇▇▇▇ Purchase Agreement or for the other Related Offerings effected substantially contemporaneously with the ▇▇▇▇▇▇▇ Purchase Agreement (containing substantially the same terms as the ▇▇▇▇▇▇▇ Purchase Agreement other than the amount of shares purchased and the Secured Convertible Note aggregate purchase price paid), including shares of Common Stock issued or issuable (including pursuant to options) to Portside Growth & Opportunity Fund (“Portside”) pursuant to the terms of the Securities Purchase Agreement dated August 25as of April 15, 1999, payable to Protection One Alarm Monitoring, Inc.2004 entered into by and between the Company and Portside.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act or in the Purchase Agreement, or (ii) arrangements with the Purchaser) at an effective price per share which is less than $21.00 (which figure shall be subject to adjustment from time to time as follows; providedappropriately and equitably adjusted for stock splits, howeverstock dividends, that no adjustment of the Exercise Price shall have the effect of increasing recapitalizations and similar events), then in each such Exercise Price above case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such Exercise Price$21.00 figure (as adjusted); and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"CONVERTIBLE SECURITIES"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at be outstanding, provided that no further adjustment shall be made upon the time actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities or Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(e), so that after such Options were issued and adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. In the event of any such issuance for a consideration equal to which is less than such Fair Market Value and also less than the considerationExercise Price then in effect, if anythan there shall be only one such adjustment by reason of such issuance, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, adjustment to be received by that which results in the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange greatest reduction of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv)Exercise Price computed as aforesaid.
(Ci) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder hereof the right to receive the securities or property set forth in this Section 12 upon any exercise following any such reclassification, consolidation, merger, sale, transfer or share exchange.
(ii) In the event of any change adjustment in the number of shares Warrant Shares issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of Common Stock deliverablethis Warrant shall remain the same. Similarly, or in the consideration payable to the Company, upon exercise event of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), any adjustment in the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, number of Warrant Shares issuable hereunder upon exercise shall be recomputed to reflect inversely proportionately increased or decreased as the case may be, such change, but no further adjustment shall be made that aggregate purchase price for the actual issuance of Common Stock or any payment of such consideration Warrant Shares upon the full exercise of any such Options or this Warrant shall remain the conversion or exchange of such Convertible Securities. “Excluded Securities” means the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.same.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Exercise Price Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows; provided, however, In the event 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 subsequent to the provisions date hereof) by , the Company of issues or sells any Additional Stock _______ Stock, any Convertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its _______ Stock or any such Convertible Securities (other than (i) after securities which are issued pursuant to the Original Issue Datetransactions contemplated by that certain Share Exchange Agreement dated July 8, without consideration 2005 by and among the Company, iCurie UK and certain additional parties, or for that certain Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and certain additional parties hereto, (ii) shares of _______ Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (iii) shares of _______ Stock issuable under options or warrants that are outstanding as of the date hereof, (iv) shares of _______ Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional _______ Stock"), and at an Effective Price (as defined below) effective price per share of _______ Stock which is less than the then applicable Exercise Price in effect immediately prior to (the issuance (or deemed issuance) of such Additional Stock"New Issuance Price"), then the Exercise Price in effect immediately prior to each issuance (or deemed issuance) shall be adjusted reduced, effective concurrently with such issuance or sale of such Additional _______ Stock, to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1x) the numerator of which shall be the sum of (1) the number of Common shares of _______ Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately prior to such issuance or sale, plus (2) the number of shares of Common _______ Stock which the aggregate consideration received (or deemed received) by the Company for such issuance Additional _______ Stock would purchase at such Exercise Price; , and (2y) the denominator of which shall be the number of Common shares of _______ Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately after such issuance.
(ii) No adjustment issuance or sale. For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of _______ Stock (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 belowSecurities"), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common _______ Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common _______ Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means In the Company’s Series A Convertible Preferred Stockevent of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Company’s Series B Convertible Preferred Stock and Exercise Price shall be inversely proportionately increased or decreased as the Secured Convertible Note dated August 25case may be, 1999such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, payable to Protection One Alarm Monitoringin the event of any adjustment in the Exercise Price, Inc.the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price shall (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; provided(i) the Company’s current employee option plans or shares issued upon exercise of options, howeverwarrants or rights outstanding on the date of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, that no adjustment of or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price shall have the effect of increasing such Exercise Price above the Exercise Price then in effect immediately prior to such adjustment except as provided pursuant to Section 9.l(d):
(i) Upon each issuance (issue 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 Stocksale, then the Exercise Price in effect immediately prior to each issuance (such issue or deemed issuance) sale shall be adjusted reduced effective concurrently with such issue or sale to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuanceissue or sale.
(iib) No adjustment For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of Common Stock (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 belowSecurities”), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable then issuable, whether or not vested, upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv)exercise, if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the exchange or conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means .
(c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 13, so that after such adjustments the Company’s Series A Convertible Preferred Stock, aggregate Exercise Price payable hereunder for the Company’s Series B Convertible Preferred Stock and increased number of shares shall be the Secured Convertible Note dated August 25, 1999, payable same as the aggregate Exercise Price in effect just prior to Protection One Alarm Monitoring, Inc.such adjustments for the number of shares this Warrant was exercisable into prior to such adjustment.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price shall In the event that the Company issues or sells any common stock or securities which are convertible into or exchangeable for its common stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its common stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; providedthe Company's current employee option plans or shares issued upon exercise of options, however, that no adjustment of warrants or rights outstanding on the date hereof ) at an effective price per share which is less than the Exercise Price shall have the effect of increasing then in effect, then in each such Exercise Price above case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the number sum of Common Stock Equivalents Outstanding immediately prior to such issuance plus (1) the number of shares of Common Stock common stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of common stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of Common Stock Equivalents Outstanding shares of common stock of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of common stock (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 belowSecurities"), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock common stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock common stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities, unless any such Convertible Securities shall expire or terminate unconverted, in which case an equitable adjustment shall be made to reflect the reduction in the actual shares issued. “Excluded Securities” means The number of Warrant Shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 5(e), so that after such adjustments the Company’s Series A Convertible Preferred Stock, aggregate Exercise Price payable hereunder for the Company’s Series B Convertible Preferred Stock and increased number of Warrant Shares shall be the Secured Convertible Note dated August 25, 1999, payable same as the aggregate Exercise Price in effect just prior to Protection One Alarm Monitoring, Inc.such adjustments.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Exercise Price Adjustment. HDC agrees to establish a hypothetical account on its books and records to provide Investor an adjustment (the “Exercise Price Adjustment”) to be used against the aggregate exercise price of the Settlement Warrants. The Exercise Price Adjustment 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 based upon 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 valuation equal to the fair market value of a hypothetical 2,000,000 shares of HDC common stock (subject to adjustment to reflect any stock dividend, stock split, or reverse stock split, or any capital reorganization or recapitalization of HDC affecting its common stock), as if such nonshares were being held in the account, and may be applied by Investor, in whole or in part, to the exercise of all or part of the Settlement Warrants (i.e. upon exercise of one or more of the Settlement Warrants, any unused portion of the Exercise Price Adjustment shall carry over to, and may be used in, any subsequent exercises of any of the Settlement Warrants). The fair market value of each hypothetical share of HDC common stock pursuant to this Section 3 shall be the closing price of HDC’s common stock on the over-cash consideration as the-counter bulletin board (or upon Nasdaq or any other exchange if HDC’s shares shall then be so listed) on the day immediately preceding the date of notice by Investor that Investor intends to exercise all or a portion of the Settlement Warrants (or if no such trade occurs or if HDC’s common stock is not then traded, then the fair market value of each share shall be determined by the Board definition of Directors, irrespective “Current Market Price” in the form of Settlement Warrant attached hereto as Exhibit A). Immediately following the application of some or all of the Exercise Price Adjustment to an exercise of any accounting treatment thereof.
(v) In amount of one or more of Settlement Warrants, the case number of hypothetical shares of HDC common stock used to determine the then current amount of the issuance on or after available balance of the Original Issue Date of Options (as defined below) or Convertible Securities (as defined below), the following provisions Exercise Price Adjustment shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum be reduced by that number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration (including factional shares, if any) equal to the consideration following amount: (determined i) the dollar value of the Exercise Price Adjustment applied to the exercise, divided by (ii) the fair market value per share used in calculating the manner provided in Section 9.1(a)(iii) and (iv), if any, received by the Company Exercise Price Adjustment for such Options plus exercise. If Investor does not request the minimum use of the entire Exercise Price Adjustment to offset the exercise price provided in such Options of all or a portion of the Settlement Warrants prior to the second anniversary of the effective date of this Settlement Agreement, then Investor will receive no value for the Common Stock covered thereby.
(B) With respect remaining balance of the Exercise Price Adjustment and HDC will reverse any entry on its books and records for the remaining balance of the Exercise Price Adjustment. Investor’s right to Convertible Securities the Exercise Price Adjustment under this Section is personal to Investor and Options may not be transferred to purchase Convertible Securitiesanother person notwithstanding any transfer of all or a portion of the related Settlement Warrants, provided, however, that the aggregate maximum number of shares of Common Stock deliverable right to the Exercise Price Adjustment shall, upon the conversion or exchange of any such Convertible Securities Investor’s death, transfer to Investor’s estate and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal exercisable by his personal representative. Investor’s right to the consideration, if any, received by the Company for Exercise Price Adjustment under this Section shall not entitle Investor to any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange rights as a stockholder of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible SecuritiesHDC, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below)without limitation, the Exercise Priceright to vote, to the extent in any way affected by receive dividends and other distributions or computed using such Options to receive notice of or Convertible Securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance attend meetings of Common Stock stockholders or any payment other proceedings of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.HDC.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price shall (a) In the event that on or subsequent to the Closing Date, the Company issues or sells any shares of Common Stock or other securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; provided(i) the Company’s current employee option plans or shares issued upon exercise of options, howeverwarrants or rights outstanding on the date of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the 1934 Act or in the Purchase Agreement, that no adjustment of or (ii) arrangements with the Holder) at an effective price per share price which is less than the Exercise Price shall have the effect of increasing such Exercise Price above the Exercise Price then in effect immediately prior to such adjustment except as provided pursuant to Section 9.l(d):
(i) Upon each issuance (issue 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 Stocksale, then the Exercise Price in effect immediately prior to each issuance (such issue or deemed issuance) sale shall be adjusted reduced effective concurrently with such issue or sale to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuanceissue or sale.
(iib) No adjustment For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowedrights to subscribe for or to purchase or exchange for, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
shares of Common Stock (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 belowSecurities”), the following provisions shall apply for all purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stock, the aggregate maximum number of shares of Common Stock deliverable then issuable, whether or not vested, upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv)exercise, if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the exchange or conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means .
(c) The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 13, so that after such adjustments the Company’s Series A Convertible Preferred Stockaggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments for the number of shares this Warrant was exercisable into prior to such adjustment.
(d) Notwithstanding the above in this Section 13, there shall be no adjustment under this Section 13 for the Company’s Series B Convertible Preferred Stock offer or Conversion of the Debentures or the ▇▇▇▇▇▇▇ Purchased Shares or the Option Shares issued pursuant to the terms of the ▇▇▇▇▇▇▇ Purchase Agreement or for the other Related Offerings effected substantially contemporaneously with the ▇▇▇▇▇▇▇ Purchase Agreement (containing substantially the same terms as the ▇▇▇▇▇▇▇ Purchase Agreement other than the amount of shares purchased and the Secured Convertible Note aggregate purchase price paid), including shares of Common Stock issued or issuable (including pursuant to options) to Portside Growth & Opportunity Fund (“Portside”) pursuant to the terms of the Securities Purchase Agreement dated August 25as of April 15, 1999, payable to Protection One Alarm Monitoring, Inc.2004 entered into by and between the Company and Portside.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued pursuant to (i) the Company's current employee option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act or in the Purchase Agreement, or (ii) arrangements with the Purchaser) at an effective price per share which is less than $21.00 (which figure shall be subject to adjustment from time to time as follows; providedappropriately and equitably adjusted for stock splits, howeverstock dividends, that no adjustment of the Exercise Price shall have the effect of increasing recapitalizations and similar events), then in each such Exercise Price above case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such Exercise Price$21.00 figure (as adjusted); and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"CONVERTIBLE SECURITIES"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(e), so that after such adjustments the Company’s Series A Convertible Preferred Stockaggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. In the event of any such issuance for a consideration which is less than such Fair Market Value and also less than the Exercise Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the Company’s Series B Convertible Preferred Stock and greatest reduction of the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.Exercise Price computed as aforesaid.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Exercise Price Adjustment. The Exercise Price shall In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment (i) the Company's option plans (but not in excess of two percent (2%) of the fully diluted outstanding Common Stock and not at a discount in excess of 15% from time to time as follows; provided, however, that no adjustment of the Exercise Price shall have then in effect) or shares issued upon exercise of options, warrants or rights outstanding on the effect date of increasing such the Securities Purchase Agreement, (ii) acquisitions, mergers, or other business combination), at an effective price per share which is less than the Exercise Price above then in effect, then in each such case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"Convertible Securities"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities, unless any such Convertible Securities shall expire or terminate unconverted, in which case an equitable adjustment shall be made to reflect the reduction in the actual shares issued. “Excluded Securities” means The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 6(b) so that after such adjustments the Company’s Series A Convertible Preferred Stock, aggregate Exercise Price payable hereunder for the Company’s Series B Convertible Preferred Stock and increased number of shares shall be the Secured Convertible Note dated August 25, 1999, payable same as the aggregate Exercise Price in effect just prior to Protection One Alarm Monitoring, Inc.such adjustments.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Exercise Price Adjustment. The Exercise Price shall In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; providedthe Company's current employee option plans or shares issued upon exercise of options, however, that no adjustment of warrants or rights outstanding on the date hereof ) at an effective price per share which is less than the Exercise Price shall have the effect of increasing then in effect, then in each such Exercise Price above case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such the Exercise PricePrice then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"Convertible Securities"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at be outstanding, provided that no further adjustment shall be made upon the time actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities or such Options were issued and for a consideration equal to the considerationSecurities, if any, received by the Company for unless any such Convertible Securities and Optionsshall expire or terminate unconverted, plus in which case an equitable adjustment shall be made to reflect the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined reduction in the manner provided actual shares issued. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this Section 9.1(a)(iii) and (iv5.01(e), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments.
(Ci) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder hereof the right to receive the securities or property set forth in this Section 5 upon any exercise following any such reclassification, consolidation, merger, sale, transfer or share exchange.
(ii) In the event of any change adjustment in the number of shares Warrant Securities issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that the aggregate purchase price for Warrant Securities upon full exercise of Common Stock deliverablethe Warrant shall remain the same. Similarly, or in the consideration payable to the Company, upon exercise event of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), any adjustment in the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, number of Warrant Securities issuable hereunder upon exercise shall be recomputed to reflect inversely proportionately increased or decreased as the case may be, such change, but no further adjustment shall be made that the aggregate purchase price for the actual issuance of Common Stock or any payment of such consideration Warrant Securities upon the full exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means Warrant shall remain the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.same.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Exercise Price Adjustment. The Exercise Price shall be subject to adjustment from time to time as follows; provided, however, In the event 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 subsequent to the provisions date hereof) by , the Company of issues or sells any Additional Stock Common Stock, any Convertible Securities (as defined below), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such Convertible Securities (other than (i) securities which are issued pursuant to the transactions contemplated by that certain Share Exchange Agreement dated July 8, 2005 by and among the Company, iCurie UK and certain additional parties, or that certain Preferred Stock Purchase Agreement dated as of the date hereof by and among the Company and certain additional parties hereto, (ii) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (iii) shares of Common Stock issuable under options or warrants that are outstanding as of the date hereof, (iv) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional Common Stock"), and at an effective price per share of Common Stock which is less than $0.88 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the Original Issue Date, without consideration or for an Effective Price (as defined belowdate hereof) per share less than (the Exercise Price in effect immediately prior to the issuance (or deemed issuance) of such Additional Stock"New Issuance Price"), then the Exercise Price in effect immediately prior to each issuance (or deemed issuance) shall be adjusted reduced, effective concurrently with such issuance or sale of such Additional Common Stock, to a price an amount determined by multiplying such the Exercise Price then in effect by a fraction, (1A) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately prior to such issuance or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance Additional Common Stock would purchase at such Exercise Price; a per share purchase price of $0.88 (subject to appropriate adjustments for stock splits, stock dividends, combinations, reclassifications and other similar transactions after the date hereof), and (2B) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding (determined on a fully diluted basis) outstanding immediately after such issuance.
(ii) No adjustment issuance or sale. For the purposes of the Exercise Price shall be made foregoing adjustments, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"Convertible Securities"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at the time such Convertible Securities or such Options were issued and for a consideration equal to the considerationbe outstanding, if any, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv).
(C) In the event of any change in the number of shares of Common Stock deliverable, or in the consideration payable to the Company, upon exercise of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, shall be recomputed to reflect such change, but that no further adjustment shall be made for upon the actual issuance of Common Stock upon exercise, exchange or any payment of such consideration upon the exercise of any such Options or the conversion or exchange of such Convertible Securities. “Excluded Securities” means In the Company’s Series A Convertible Preferred Stockevent of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Company’s Series B Convertible Preferred Stock and Exercise Price shall be inversely proportionately increased or decreased as the Secured Convertible Note dated August 25case may be, 1999such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, payable to Protection One Alarm Monitoringin the event of any adjustment in the Exercise Price, Inc.the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same.
Appears in 1 contract
Exercise Price Adjustment. The Exercise Price shall In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be subject issued pursuant to adjustment from time to time as follows; provided(i) the Company's current employee option plans or shares issued upon exercise of options, howeverwarrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, that no adjustment or (ii) arrangements with the Investor) at an effective price per share which is less than the greater of the Exercise Price shall have then in effect or the effect Fair Market Value (as described in Section 12(b) above) of increasing the Common Stock on the trading day next preceding such Exercise Price above issue or sale, then in each such case, the Exercise Price in effect immediately prior to such adjustment except as provided pursuant issue or sale shall be reduced effective concurrently with such issue or sale to Section 9.l(d):
(i) Upon each issuance (or deemed issuance pursuant to the provisions hereof) an amount determined 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 multiplying the Exercise Price then 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, (1x) the numerator of which shall be the sum of (1) the number of shares of Common Stock Equivalents Outstanding outstanding immediately prior to such issuance issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received (or deemed received) by the Company for such issuance additional shares would purchase at such Fair Market Value or Exercise Price, whichever is greater, then in effect; and (2y) the denominator of which shall be the number of shares of Common Stock Equivalents Outstanding of the Company outstanding immediately after such issuance.
(ii) No adjustment issue or sale. For the purposes of the Exercise Price shall be made foregoing adjustment, 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 cashany convertible securities, 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 discountswarrants, commissions options or other expenses allowed, paid rights to subscribe for 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 purposes of Sections 9.1(a) and (b).
(A) With respect to Options to purchase Common Stockor exchange for, the aggregate maximum number of shares of Common Stock deliverable upon exercise of such Option shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in Section 9.1(a)(iii) and (iv"CONVERTIBLE SECURITIES"), if any, received by the Company for such Options plus the minimum exercise price provided in such Options for the Common Stock covered thereby.
(B) With respect to Convertible Securities and Options to purchase Convertible Securities, the aggregate maximum number of shares of Common Stock deliverable upon the conversion or exchange of any such Convertible Securities and the aggregate maximum number of shares of Common Stock issuable upon the exercise of such Option to purchase Convertible Securities and the subsequent exercise, exchange or conversion or exchange of such Convertible Securities shall be deemed to have been issued at be outstanding, provided that no further adjustment shall be made upon the time actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities or Securities. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(e), so that after such Options were issued and adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments. In the event of any such issuance for a consideration equal to which is less than such Fair Market Value and also less than the considerationExercise Price then in effect, if anythan there shall be only one such adjustment by reason of such issuance, received by the Company for any such Convertible Securities and Options, plus the minimum additional consideration, if any, adjustment to be received by that which results in the Company upon the conversion or exchange of such Convertible Securities or the exercise of such Options and the conversion or exchange greatest reduction of the Convertible Securities or the exercise of such Options and the conversion or exchange of the Convertible Securities issuable upon exercise of such Options (the consideration in each case to be determined in the manner provided in Section 9.1(a)(iii) and (iv)Exercise Price computed as aforesaid.
(Ci) The terms of any reorganization, consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder hereof the right to receive the securities or property set forth in this Section 12 upon any exercise following any such reclassification, consolidation, merger, sale, transfer or share exchange.
(ii) In the event of any change adjustment in the number of shares Warrant Shares issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of Common Stock deliverablethis Warrant shall remain the same. Similarly, or in the consideration payable to the Company, upon exercise event of such Options or upon conversion or exchange of such Convertible Securities, including, but not limited to, a change resulting from the antidilution provisions thereof, other than the Excluded Securities (defined below), any adjustment in the Exercise Price, to the extent in any way affected by or computed using such Options or Convertible Securities, number of Warrant Shares issuable hereunder upon exercise shall be recomputed to reflect inversely proportionately increased or decreased as the case may be, such change, but no further adjustment shall be made that aggregate purchase price for the actual issuance of Common Stock or any payment of such consideration Warrant Shares upon the full exercise of any such Options or this Warrant shall remain the conversion or exchange of such Convertible Securities. “Excluded Securities” means the Company’s Series A Convertible Preferred Stock, the Company’s Series B Convertible Preferred Stock and the Secured Convertible Note dated August 25, 1999, payable to Protection One Alarm Monitoring, Inc.same.
Appears in 1 contract