Issuance of Additional Shares of Common Stock Sample Clauses
The 'Issuance of Additional Shares of Common Stock' clause governs the conditions under which a company may issue new shares of its common stock after the initial issuance. Typically, this clause outlines the procedures, approvals required, and any limitations or rights of existing shareholders, such as preemptive rights to purchase new shares to maintain their ownership percentage. Its core practical function is to provide transparency and protect existing shareholders from dilution of their ownership, while also allowing the company flexibility to raise additional capital as needed.
Issuance of Additional Shares of Common Stock. (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:
(A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and
(B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock.
(ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).
Issuance of Additional Shares of Common Stock. In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock.
Issuance of Additional Shares of Common Stock. In case the Company shall at any time after the date of this Warrant issue or sell any Common Stock, Options, Convertible Securities, or Common Stock Equivalents (hereinafter the "Additional Shares of Common Stock") without consideration or for a consideration per share less than the Current Exercise Price, then such Current Exercise Price shall simultaneously with such issuance or sale be adjusted to an Exercise Price (calculated to the nearest cent) determined by multiplying such Current Exercise Price by a fraction,
(a) the numerator of which shall be (x) the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such issuance or sale, plus (y) the number of shares of Common Stock which the aggregate consideration received (or by the express provisions hereof is deemed to have been received) by the Company for the total number of Additional Shares of Common Stock so issued or sold would purchase at such then Current Exercise Price, and
(b) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of such issuance or sale after giving effect to such issuance or sale of Additional Shares of Common Stock. For the purpose of the calculation described in this Section 3, the number of shares of Common Stock outstanding shall include, in addition to the number of shares of Common Stock actually outstanding, (A) the number of shares of Common Stock issuable upon the exercise of this Warrant if fully exercised on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock, and (B) the number of shares of Common Stock which would be obtained through the exercise or conversion of all Options and Convertible Securities outstanding on the day immediately preceding the issuance or sale or deemed issuance or sale of Additional Shares of Common Stock. For purposes of this Section 3, the following provisions shall also be applicable:
Issuance of Additional Shares of Common Stock. (i) Except in connection with Permitted Issuances, if, at any time prior to the first anniversary of the Final Closing (as defined in the Subscription Agreement), the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) for no consideration or for consideration in an amount per share of Common Stock (or other securities convertible into Common Stock) less than the lowest Common Stock Purchase Price calculated for any Closing (the "Discounted Price," each such sale or issuance, a "Discounted Price Transaction" and the number of shares sold or issued in such Discounted Price Transaction the "Discounted Sale Volume"), the Warrant Exercise Price then in effect shall immediately, and without any further action by the Company or the Holder required, be adjusted, concurrently with such issuance, to a price equal to the Discounted Price.
(ii) Except in connection with Permitted Issuances, if, at any time after the first anniversary of the Final Closing the Company shall issue or sell any shares of Common Stock (or other securities convertible into Common Stock) in a Discounted Price Transaction, then (A) the Warrant Exercise Price then in effect shall be adjusted (or further adjusted as the case may be) to a price determined by multiplying the Warrant Exercise Price in effect immediately prior to such event by a fraction, of which the numerator shall be the sum of money raised in the Placement plus the sum of money raised in all Subsequent Discounted Price Transactions, and of which the denominator shall be the sum of money raised in the Placement plus the sum of money equal to the product of the cumulative Discounted Sale Volumes of all Discounted Price Transactions and such Common Stock Purchase Price, and (B) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Exercise Price in effect immediately prior to such Discounted Price Transaction by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Discounted Price Transaction and dividing the product thereof by the Warrant Exercise Price resulting from the adjustment made pursuant to clause (A) above.
(iii) The provisions of paragraph (i) and (ii) of this Section 6(c) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Section 6(a) or 6(b). No adjustment of the number of ...
Issuance of Additional Shares of Common Stock. In the event the Issuer shall at any time within one (1) year following the Original Issuance Date (the “Full Ratchet Period”) issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock.
Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof) without consideration or for a consideration per share less than the Purchase Price in effect immediately prior to such issue or sale, then, and in each such case, such Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction,
(i) the numerator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2, (A) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (B) treasury shares shall not be deemed to be outstanding.
Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to section 2.3 or 2.
Issuance of Additional Shares of Common Stock. (a) If at any time Company shall (except as hereinafter provided) issue or sell any Additional Shares of Common Stock, other than Permitted Issuances, in exchange for consideration in an amount per Additional Share of Common Stock less than the Current Market Price, then
(i) the Warrant Price as to the number of shares for which this Warrant is exercisable prior to such adjustment shall be reduced to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such issue or sale multiplied by the Current Market Price plus (y) the consideration, if any, received by Company upon such issue or sale as determined pursuant to Section 4.7(a), by (B) the total number of shares of Common Stock Outstanding immediately after such issue or sale; and (ii) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the Warrant Price in effect immediately prior to such issue or sale by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such issue or sale and dividing the product thereof by the Warrant Price resulting from the adjustment made pursuant to clause (i) above.
(b) The provision of paragraph (a) shall not apply to any issuance of Additional Shares of Common Stock for which an adjustment is provided under Section 4.1 or 4.
Issuance of Additional Shares of Common Stock. In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (b) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to the price equal to the consideration per share paid for such Additional Shares of Common Stock. Notwithstanding the foregoing, the Company shall have a right to institute a stock grant or stock option plan for the Company’s employees not exceeding five percent (5%) of the outstanding stock of the Company, without violating the terms of this paragraph.
Issuance of Additional Shares of Common Stock. In case the --------------------------------------------- Company, at any time or from time to time after December 2, 1997 (the "Initial ------- Date"), shall issue or sell Additional Shares of Common Stock (including ---- Additional Shares of Common Stock deemed to be issued pursuant to Section 6.03 or 6.04) without consideration or for a consideration per share less than the Base Price in effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case,
(i) in the event that the number of shares to be so issued or sold, together with all other Additional Shares of Common Stock issued or sold or deemed issued by the Company subsequent to the Initial Date for a consideration per share less than the Base Price (collectively, the "Below Base Price Shares") ----------------------- is less than 250,000, such Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Exercise Price by a fraction,
(A) the numerator of which shall be (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (y) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Base Price, and
(B) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, and
(ii) in the event that the number of Below Base Price Shares issued or sold or deemed issued by the Company subsequent to the Initial Date is equal to or greater than 250,000, the Exercise Price shall be reduced to an amount equal to the lowest consideration per share (as determined under Section 6.05) received by the Company for any such issue or sale, Warrant Agreement ----------------- provided that, for the purposes of this Section 6.02(a), immediately after any -------- Additional Shares of Common Stock are deemed to have been issued pursuant to Section 6.03 or 6.04, such Additional Shares shall be deemed to be outstanding, and treasury shares shall not be deemed to be outstanding.