Res 2015-139/Lyft TNC - Laserfiche WebLink

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(i) (A) If this Corporation shall issue, at any time after the Filing Date, any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for such series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series of Preferred Stock in effect immediately prior to each such issuance shall (except as otherwise provided in this Article IV.13.4(d)(i)) be adjusted concurrently with such issuance to a price computed using the following formula: CSn + MN CPN = CPo x CPO CSu + ASN Where CPN is the adjusted Conversion Price for such series of Preferred Stock; CPO is the Conversion Price for such series of Preferred Stock in effect immediately prior to such issuance; CSO is the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance; Mu is the aggregate consideration received by the Corporation for such issuance; and ASN is the number of shares of such Additional Stock. For purposes of this Article IV.13.4(d)(i), the term "Common Stock Outstanding" shall mean and include the following: (1) then - outstanding shares of Common Stock; (2) shares of Common Stock issuable upon conversion of outstanding shares of Preferred Stock; (3) shares of Common Stock issuable upon exercise of then- outstanding stock options; (4) shares of Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of then- outstanding warrants; and (5) the maximum number of shares of Common Stock issuable upon conversion of any other then - outstanding security convertible directly or indirectly into Common Stock. Shares described in the immediately preceding clauses (1) through (5) shall be included whether vested or unvested, and whether exercisable or not yet exercisable. (A) Except to the limited extent provided for in Article IV.13.4(d)(i)(D)(3) and Article IV.13.4(d)(i)(D)(4), no adjustment of such Conversion Price pursuant to this Article IV.B.4(d)(i) shall have the effect of increasing the Conversion Price above the applicable Conversion Price in effect immediately prior to such adjustment. (B) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.