Example ContractsClausesadditional conditions to issuance of stockVariants
Remove:

Adjustments for Issuance of Additional Securities. If the Company, at any time while this Warrant is outstanding, issue or sell any additional shares of Common Stock or Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock”), in a transaction other than an Exempt Issuance, at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”), then the # Exercise Price upon each such issuance shall be reduced to an amount equal to the greater of the Dilutive Issuance Price or $0.30 and # the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the. [number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.

Adjustments for Issuance of Additional Securities. If the Company, at any time while this Warrant is outstanding, issuewarrants, options, or sell any additionalrights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock or Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock”), in a transaction other thanat an Exempt Issuance, at aeffective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”)such date of the Dilutive Issuance), then (a) the # Exercise Price upon each such issuance shall be reduced and only reduced to equal the Base Share Price, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the greater of the Dilutive Issuance Price or $0.30 and # the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basisInvestor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to [subsection (a)] above, equal to the number of shares of Common Stock determined by multiplying theaggregate Exercise Price then in effectpayable immediately prior to such adjustment byreduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under this Warrant made pursuant to this Section 5.3 shall not at any time exceed a number equal to three (3) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this Section 5.3 and shall not apply to adjustments made pursuant to Sections 5.1, 5.2 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). Dilutive Issuance Notices shall be in the form set forth in Section 6 below. For purposes of clarification, whether or not Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number of Warrant Shares (excludingprovided for in [subsection (b)] above at an Exercise Price equal to the Base Share Price regardless of whether Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares previously exercised) acquirable upon exercise ofas increased pursuant to [subsection (b)] above, and all references in this Warrant immediately prior to such adjustment and dividing the product thereof by“Exercise Price” shall be a reference to the Exercise Price resultingas reduced pursuant to [subsection (a)] above, as the same may occur from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately priortime to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the. [number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.time hereunder.

Anti-Dilution Adjustments for Issuance of Additional Securities.to Exercise Price. If the Company,Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, issueshall sell or grant any option to purchase, or sell or grant any additional sharesright to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common StockShares or securities entitling any person or entity (which, for purposes of clarification, shall not include an Common Stock Equivalents (hereafter defined) (“Additional Shares issued to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date, or # any other agreement entered into between the Company and Holder) to acquire Common Stock”)Shares (upon conversion, exercise or otherwise), in a transaction other thanat an Exempt Issuance, at aeffective price per share less than the then Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on(such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance Price”Issuance”) (if the holder of the Common Shares or Common Share Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), thenreset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive Common Shares at an effective price per share which is less than the # Exercise Price upon eachat any time while such Common Shares or Common Share Equivalents are in existence, such issuance shall be reduceddeemed to an amount equal tohave occurred for less than the greaterExercise Price on such date of the Dilutive Issuance (regardless of whether the Common Shares or Common Share Equivalents are # subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or $0.30Common Share Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and #other pricing terms (such notice theDilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basisbased upon the Base Share Price regardless of whether the Holder accurately refers to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the ExerciseBase Share Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the. [numberNotice of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.Exercise.

Adjustments for Issuance of Additional Securities. If the Company,Subsequent Equity Sales. If, at any time while this Warrant is outstanding, issuethe Company sells or sellgrants any additionaloption to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock (other than Excluded Securities) (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) entitling any Person to acquire shares of Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock”), in for a transaction otherconsideration per share (the “Base Share Price”) less than an Exempt Issuance, at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”), then the # Exercise Price upon each such issuance shall be reduced to an amount equal to the greater of the Dilutive Issuance Price or $0.30 and # the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, and G is the Dilutive Issuance Price,Exercise Price then in effect shall be reduced to an amount price (calculated to the adjustment to the. [numbernearest one-hundredth of Warrant Shares can be expresseda cent) determined in accordance with the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.

Anti-Dilution Adjustments for Issuance of Additional Securities.to Exercise Price. If the Company,Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, issueshall sell or grant any option to purchase, or sell or grant any additionalright to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to # any other security of the Company currently held by Holder, # any other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or # any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents (hereafter defined) (“Additional Sharesso issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock”), in a transaction other thanStock at an Exempt Issuance, at aeffective price per share which is less than the Exercise Price thenat any time while such Common Stock or Common Stock Equivalents are in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”), then the # Exercise Price upon eachexistence, such issuance shall be reduceddeemed to an amount equal tohave occurred for less than the greaterExercise Price on such date of the Dilutive Issuance Price or $0.30 and #(regardless of whether the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock determinedor Common Stock Equivalents are # subsequently redeemed or retired by multiplyingthe Company after the date of the Dilutive Issuance or # actually converted or exercised at such Base Share Price), then the Exercise Price then in effect immediately priorshall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such adjustmentCommon Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are # subsequently redeemed or retired by the numberCompany after the date of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price,or # actually converted or exercised at such Base Share Price by the adjustmentholder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to the. [numberthis Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of Warrant Shares can be expressedclarification, regardless of whether # the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or # the Holder accurately refers to the Base Share Price in the following formula: Total numberExercise Notice, the Holder is entitled to receive the Base Share Price at all times on and after the date of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.Issuance.

Adjustments for Issuance of Additional Securities.Subsequent Equity Sales. If the Company,Company or any subsidiary thereof, as applicable, at any time and from time to time while this Warrant is outstanding, issueshall sell or grant any option to purchase, or sell or grant any additionalright to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock (including any Common Stock issued under the Note, whether upon any type of conversion or any Deemed Issuance), debt, warrants, options, preferred shares or other instruments or securities which are convertible into or exercisable for shares of Common Stock or Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock(together herein referred to as “Equity Securities), in a transaction other thanat an Exempt Issuance, at aeffective price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on(such lower price, the “Base Share Price”, and any such issuance, a “Dilutive Issuance Price”Issuance), then (if the #holder of the Common Stock or Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price upon eachPrice, such issuance shall be reduceddeemed to an amount equal tohave occurred for less than the greaterExercise Price on such date of the Dilutive IssuanceIssuance), then # the Exercise Price or $0.30shall be reduced and only reduced to equal the Base Share Price, and # the number of Warrant Shares (excludingissuable upon the exercise of this Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prioran amount equal to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this WarrantInvestor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to subsection # above, equal to the aggregate Exercise Price payable immediately prior to such adjustmentreduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under this Warrant made pursuant to this Section 5.3 shall not at any time exceed a number equal to five (5) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this Section 5.3 and dividingshall not apply to adjustments made pursuant to Sections 5.1, 5.2 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify Investor, in writing, no later than the product thereof byTrading Day following the Exercise Price resulting fromissuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). Dilutive Issuance Notices shall be in the form set forth in Section 6 below. For purposes of clarification, whether or not Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such adjustment. By way of example, if EDilutive Issuance, Investor is entitled to receive the totalincreased number of Warrant Shares provided for in effect immediately priorsubsection # above at an Exercise Price equal to suchthe Base Share Price regardless of whether Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, F isall references in this Warrant toWarrant Shares” shall be a reference to the Warrant Shares as increased pursuant to subsection # above, and all references in this Warrant toExercise Price” shall be a reference to the Exercise Price in effect immediately prioras reduced pursuant to such Dilutive Issuance, and G issubsection # above, as the Dilutive Issuance Price, the adjustmentsame may occur from time to the. [number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.time hereunder.

Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.