Purchase Price Reset. (a) Until the date that is twelve months after the date hereof, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalent (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than the Base Price (as defined below) (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (such lower price, the “Lower Price” and such issuances, collectively, a “Dilutive Issuance”), then the Company shall promptly issue such number of additional shares of Common Stock to each Purchaser, for no additional consideration, equal to the product of (A) a fraction the numerator of which is the Base Price and the denominator of which is the Lower Price and (B) the number of Shares then held by the Purchaser plus the number of shares of Common Stock previously issued to such Purchaser pursuant to this Section 3.04(a) then held by the Purchaser (each such additional issuance of shares of Common Stock, a “Dilution Adjustment”). Such Dilution Adjustment shall be made successively whenever such a Dilutive Issuance is made. Notwithstanding the foregoing, this Section 3.04(a) shall not apply in respect of an Exempt Issuance (as defined below). No fractional shares shall be issued as a result of this Section 3.04(a) and any fractional shares shall be rounded down to the nearest whole number. (b) For the purposes of this Agreement:
Appears in 4 contracts
Sources: Securities Purchase Agreement (chatAND, Inc.), Securities Purchase Agreement (chatAND, Inc.), Securities Purchase Agreement (chatAND, Inc.)