Common use of Issuance of Options Clause in Contracts

Issuance of Options. If the Partnership in any manner grants or sells any Options and the lowest price per Common Unit for which one Common Unit is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Price, then such Common Unit shall be deemed to be outstanding and to have been issued and sold by the Partnership at the time of the granting or sale of such Option for such price per Common Unit. For purposes of this Section 5.11(b)(iv)(F)(3), the “lowest price per Common Unit for which one Common Unit is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership with respect to any one Common Unit upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate shall be made upon the actual issuance of such Common Units or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Limited Partnership Agreement (Stonemor Partners Lp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (VistaGen Therapeutics, Inc.)

Issuance of Options. If the Partnership in any manner grants or sells any Options and the lowest price per Common Unit for which one Common Unit is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Price, then such Common Unit shall be deemed to be outstanding and to have been issued and sold by the Partnership at the time of the granting or sale of such Option for such price per Common Unit. For purposes of this Section 5.11(b)(iv)(F)(35.12(b)(iv)(G)(1), the “lowest price per Common Unit for which one Common Unit is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership with respect to any one Common Unit upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such Common Units or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Limited Partnership Agreement (CSI Compressco LP)

Issuance of Options. If the Partnership Parent in any manner grants or sells sells, or Parent publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Parent at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(37(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Parent with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Parent with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exchange Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Note Purchase Agreement (Tuesday Morning Corp/De)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (other than Excluded Issuances) and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit PriceWarrant Price in effect immediately prior to such Dilutive Issuance, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(39(b)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Warrant Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or conversion, exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Purchase Warrant (Vcampus Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(e)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (CTD Holdings Inc)

Issuance of Options. If If, during the Partnership Restricted Period, the Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(b)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option minus (B) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Ideanomics, Inc.)

Issuance of Options. If the Partnership Parent in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Shares is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then each such share of Common Unit Shares underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Parent at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(34(s)(iv)(A)(I), the "lowest price per Common Unit share for which one share of Common Unit Shares is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Parent with respect to any one share of Common Unit Shares upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exchange Price shall be made upon the actual issuance of such share of Common Units Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Shares upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Banro Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(e)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Brag House Holdings, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit PriceConversion Price in effect immediately prior to such Dilutive Issuance, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(36(a)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or conversion, exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Debenture Agreement (Hollywood Media Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (other than Excluded Issuances) and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit PriceConversion Price in effect immediately prior to such Dilutive Issuance, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(34(c)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or conversion, exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Convertible Note Agreement (United Energy Corp /Nv/)

Issuance of Options. If the Partnership in any manner Company grants or sells sells, or publicly announces the grant or sale of, any Options and the lowest price per Common Unit share for which one Common Unit Ordinary Share is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such Common Unit Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the "lowest price per Common Unit share for which one Common Unit Ordinary Share is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one Common Unit Ordinary Share upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one Common Unit Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such Common Units Ordinary Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Ordinary Shares upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (Rosetta Genomics Ltd.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options Options, other than Excluded Securities, and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then then, solely for purposes of this Section 2, such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such OptionOptions or upon conversion, exercise or exchange of such Convertible Securities” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Optionconversion, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (Avalon GloboCare Corp.)

Issuance of Options. If the Partnership in Company shall, at any manner grants time or sells from time to time after the Adjustment Date, grant or sell any Options options, whether or not such options or the right to convert or exchange any convertible securities issuable upon the exercise of such options are immediately exercisable, and the lowest price per Common Unit share (determined as provided in this paragraph and in Section 1(d)(iii)) for which one Common Unit Stock is issuable upon the exercise of any such Option options or upon the conversion or exchange or of convertible securities issuable upon the exercise of any Convertible Securities issuable upon exercise of any such Option options is less than the Reduced Common Unit Price, then such Common Unit shall be deemed Exercise Price in effect immediately prior to be outstanding and to have been issued and sold by the Partnership at the time of the granting or sale of such Option for such price per options, then the total maximum number of shares of Common Unit. For purposes of this Section 5.11(b)(iv)(F)(3), the “lowest price per Common Unit for which one Common Unit is Stock issuable upon the exercise of any such Options options or upon conversion or exchange or exercise of any Convertible Securities the total maximum amount of convertible securities issuable upon the exercise of such Option” options shall be deemed to have been issued as of the date of granting or sale of such options at a price per share equal to the sum quotient obtained by dividing of (A) the lowest amounts of consideration (total amount, if any) , received or receivable by the Partnership with respect to any one Common Unit upon granting Company as consideration for the granting, sale, or sale of the Option, upon exercise of all such options (which sum shall constitute the Option and applicable consideration received for purposes of Section 1(a)), by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such options or upon the conversion or exchange or of all convertible securities issuable upon the exercise of any Convertible Security issuable upon exercise of all such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Optionoptions. No further adjustment of the Series A Conversion Rate Exercise Price of Warrant Shares shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities convertible securities upon the exercise of such Options options or upon the actual issuance of such Common Units Stock upon conversion or exchange or of convertible securities issuable upon exercise of such Convertible Securitiesoptions.

Appears in 1 contract

Sources: Company Warrant Amendment (TherapeuticsMD, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(38(f)(i), the “lowest price per Common Unit for which one Common Unit is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” "LOWEST PRICE PER SHARE FOR WHICH ONE SHARE OF COMMON STOCK IS ISSUABLE UPON EXERCISE OF ANY SUCH OPTION OR UPON CONVERSION, EXERCISE OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Optionconversion, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Warrant Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (United American Healthcare Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Telik Inc)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (other than Options which are Excluded Securities) and the lowest price per Common Unit share for which one share of the Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such shares of the Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(3Paragraph 4(f)(i)(A), the “lowest price per Common Unit share for which one share of the Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or conversion, exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of the Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or conversion, exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or conversion, exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Global Earth Energy, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(b)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Ekso Bionics Holdings, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells or enters into a definitive, binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(3[ ](i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Settlement Agreement (Nanoviricides, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then each such share of Common Unit Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(e)(i)(A), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Purchase Agreement (GeoEye, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(b)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.. ​

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Regenerx Biopharmaceuticals Inc)

Issuance of Options. If the Partnership SDINC in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit PriceConversion Price then in effect, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership SDINC at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(314.6.2(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum total of the lowest amounts of consideration (if any) received or receivable by the Partnership SDINC with respect to any one share of Common Unit upon Stock after taking into account the granting or sale of the Option, upon the exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion the conversion, exercise or exchange of any related Convertible Security issuable upon exercise of such Option. No Except as contemplated below, no further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units upon conversion Stock or the conversion, exercise or exchange or exercise of such Convertible Securities, as the case may be.

Appears in 1 contract

Sources: Financing and Security Agreement (SaveDaily Inc)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then each such share of Common Unit Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(d)(i)(A), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company to the Holder thereof with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one Common Unit Share is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such Common Unit Share shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the "lowest price per Common Unit share for which one Common Unit Share is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one Common Unit Share upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one Common Unit Share upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such Common Units Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Shares upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Trillium Therapeutics Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Shares is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Shares shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Shares is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such OptionOptions” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Shares upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Shares upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such Common Units Shares or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Shares upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (BriaCell Therapeutics Corp.)

Issuance of Options. If the Partnership Corporation in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then each such share of Common Unit Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Corporation at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(38(b)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Corporation with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Corporation with respect to such one Common Unit Ordinary Share upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Merger Agreement (Vringo Inc)

Issuance of Options. If the Partnership Corporation in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Corporation at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(37(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to (1) the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Corporation with respect to any one share of Common Unit upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option minus (2) the sum of all amounts paid or payable by, or for the benefit of, the Corporation to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). No Except as contemplated below, no further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such share of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Exchange Agreement (H.I.G. Aert, LLC)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options Options, other than Excluded Securities, and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then then, solely for purposes of this Section 7, such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(37(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(3)4.4.1, the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any such Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (ImmunoCellular Therapeutics, Ltd.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options after the Subscription Date and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then each such share of Common Unit Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(f)(i)(A), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Brooke Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (as defined below), other than in connection with an Exempt Issuance, and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities (as defined below) issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(b)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any such Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Optionconversion, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities. “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Common Stock Equivalents. “Convertible Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for shares of Common Stock or Common Stock Equivalents.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Rxi Pharmaceuticals Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(34(a)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any such Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Notes and Warrants Purchase Agreement (Chinacast Education Corp)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit PricePurchase Price (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof), then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(34(o), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate shall be made upon the actual issuance of such Common Units or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (LabStyle Innovations Corp.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (as defined below), other than in connection with any Exempt Issuance, and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities (as defined below) issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(b)(i), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any such Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Optionconversion, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion or exchange or conversion, exercise of such Convertible Securities.or

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Marina Biotech, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (defined below) and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities (defined below) issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then all of such shares of Common Unit Stock underlying such Option shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(33(b), “Convertible Securities” means any stock or other securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock, “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities, and for purposes of this Section 3(b)(i) the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Securities Agreement (Omnireliant Holdings, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells sells, or the Company publicly announces the issuance or sale of, any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option Options is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option Options for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(37(b)(i), the "lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” Options" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the OptionOptions, upon exercise of the Option Options and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option Options less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such OptionOptions, upon exercise of such Option Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such OptionOptions. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (LMP Automotive Holdings, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options (as defined below) (other than any Excluded Securities) and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities (as defined below) issuable upon exercise of any such Option is less than the Reduced Common Unit Exercise Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(32(b)(1), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion or exchange or exercise of any Convertible Securities issuable upon exercise of such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon granting or sale of the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership with respect to such one Common Unit upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Exercise Price shall be made upon the actual issuance of such share of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Units Stock upon conversion or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Warrant Agreement (Lightning Gaming, Inc.)

Issuance of Options. If the Partnership Company in any manner grants or sells any Options and the lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option is less than the Reduced Common Unit Applicable Price, then such share of Common Unit Stock shall be deemed to be outstanding and to have been issued and sold by the Partnership Company at the time of the granting or sale of such Option for such price per Common Unitshare. For purposes of this Section 5.11(b)(iv)(F)(35(g)(i)(A), the “lowest price per Common Unit share for which one share of Common Unit Stock is issuable upon the exercise of any such Options Option or upon conversion conversion, exercise or exchange or exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Partnership Company with respect to any one share of Common Unit Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion conversion, exercise or exchange or exercise of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Partnership Company with respect to such one share of Common Unit Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Series A Conversion Rate Price shall be made upon the actual issuance of such shares of Common Units Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Units Stock upon conversion conversion, exercise or exchange or exercise of such Convertible Securities.

Appears in 1 contract

Sources: Recapitalization Agreement (Acacia Research Corp)