Common use of Adjustment for Reclassification, Exchange and Substitution Clause in Contracts

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 18 contracts

Samples: United Fuel & Energy Corp, Houston American Energy Corp, Peoples Liberation Inc

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Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 12 contracts

Samples: Subscription Agreement (Remote Knowledge Inc), Transition Services Agreement (Independence Contract Drilling, Inc.), Warrant (Varitek Industries Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, date hereof the Common Stock issuable upon the exercise of this Warrant is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisitionby a Stock Split, Asset Transfer, subdivision or combination of sharescombination, stock dividend, reorganization, merger, consolidation, or sale of assets consolidation provided for elsewhere in this Section 3.1(a)3), then in any such event event, the Registered Holder of this Warrant shall have the right thereafter to convert such stock this Warrant into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock this Warrant could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 6 contracts

Samples: Joinder Agreement (Changing World Technologies, Inc.), Joinder Agreement (Changing World Technologies, Inc.), Joinder Agreement (Changing World Technologies, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue date hereof and on or prior to the Expiration Date while this Warrant remains outstanding, the Common Stock issuable upon the exercise of this Warrant is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisitionby a stock split, Asset Transfer, subdivision or combination of sharescombination, stock dividend, reorganization, merger, consolidation, or sale of assets consolidation provided for elsewhere in this Section 3.1(a)3), then in any such event event, the Registered Holder of this Warrant shall have the right thereafter to convert such stock this Warrant into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock this Warrant could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 5 contracts

Samples: Joinder Agreement (Changing World Technologies, Inc.), Joinder Agreement (Changing World Technologies, Inc.), Joinder Agreement (Changing World Technologies, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification reclassification, or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 5 contracts

Samples: Bioject Medical Technologies Inc, Bioject Medical Technologies Inc, Bioject Medical Technologies Inc

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Issuance Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or classes series of stockstock or other securities or property, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, merger or sale of assets consolidation provided for elsewhere in this Section 3.1(a)1), then in any such event the Registered Holder each holder of an Note shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 4 contracts

Samples: Intercreditor Agreement (Manchester Financial Group, LP), Intercreditor Agreement (NextWave Wireless Inc.), Intercreditor Agreement (NextWave Wireless Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)4.2), in any such event each holder of the Registered Holder Series Preferred shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon in connection with such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock the Series Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment adjustments as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Velocom Inc), Preferred Stock Purchase Agreement (Velocom Inc), Preferred Stock Purchase Agreement (Velocom Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, as a result of a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, merger or sale of assets provided for elsewhere consolidation in this Section 3.1(a)), which the Corporation is the continuing entity and which does not result in any change in the Common Stock) in any such event the Registered Holder Series Preferred shall have the right thereafter to convert such stock be convertible into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock Series Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: License Agreement (Genomatica Inc), License Agreement (Genomatica Inc), License Agreement (Genomatica Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Convertible Preferred Stock and Accrued Dividends thereon is changed into the same or a different number of shares of any other class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets assets, in each case as provided for elsewhere in this Section 3.1(a)H ), in any such event the Registered Holder Convertible Preferred Stock and Accrued Dividends thereon shall have the right thereafter to automatically convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or changeon an As-Converted-to-Common-Stock-Basis, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Avenue Capital Management II, L.P.), USFreightways Corp, USFreightways Corp

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)6), in any such event the Registered Holder shall have the right thereafter to convert such stock into this Note for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Theglobe Com Inc, Egan Michael S, Theglobe Com Inc

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section SECTION 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Peoples Liberation Inc, Peoples Liberation Inc, Century Pacific Financial Corp

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder holder hereof shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: KCS Energy Inc, Factory 2 U Stores Inc, Id Systems Inc

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Date of Original Issue Date while this Warrant remains outstandingIssue, the Common Stock issuable upon the conversion of this Warrant is changed into the same or a different number of shares of any class or classes series of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a))8), then in any such event the Registered Holder shall have the right thereafter to convert such stock into exercise this Warrant for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock this Warrant could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Counterpath Solutions, Inc., Counterpath Solutions, Inc.

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Date of Original Issue Date while this Warrant remains outstandingIssue, the Common Stock issuable upon the conversion of this Note is changed into the same or a different number of shares of any class or classes series of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, reverse stock dividend, split or stock dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder Purchaser shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Bulldog Technologies Inc

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, or sale of assets consolidation provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Gric Communications Inc), Investors' Rights Agreement (Gric Communications Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Macromedia Inc), Note Purchase Agreement (Macromedia Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, a Merger or Asset Transfer, Transfer or a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)B4), in any such event the Registered Holder each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Purchase Common Stock (Nimblegen Systems Inc), Agreement (Nimblegen Systems Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Series B Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a Deemed Liquidation Event or a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)4), in any such event each holder of the Registered Holder Preferred Stock shall then have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of the Common Stock into which such shares of Common the Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Share Exchange Agreement (Paylocity Holding Corp), Share Exchange Agreement (Paylocity Holding Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Series C Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder each holder of Series C Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series C Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Conversion Agreement (Geospatial Corp), Preferred Stock Purchase Agreement (Geospatial Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, stock dividend, reorganization, merger, consolidation, a Business Combination covered by Sections 7(c)(i) or sale of assets provided for elsewhere in this Section 3.1(a)7(c)(iii) hereof), then in any such event the Registered Holder each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into receive the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (L-1 Identity Solutions, Inc.), Securities Purchase Agreement (L-1 Identity Solutions, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingIssuance Date, the shares of Common Stock is issuable upon the conversion of the Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividendreclassification, reorganization, merger, exchange, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a))or otherwise, then, in any such event the Registered Holder event, each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change by holders a holder of the maximum number of shares of Common Stock into which such shares of Common Preferred Stock could have been converted immediately prior to such recapitalization, reclassification reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Accelerize Inc.

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Date of Original Issue Date while this Warrant remains outstandingIssue, the Common Stock common stock issuable upon the conversion of this Debenture is changed into the same or a different number of shares of any class or classes series of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, reverse stock dividend, split or stock dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder Purchaser shall have the right thereafter to convert such stock this Debenture into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock common stock into which such shares of Common Stock this Debenture could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Southern Star Energy Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Date of Original Issue Date while this Warrant remains outstandingIssue, the Common Stock Shares issuable upon the conversion of the Warrants is changed into the same or a different number of shares of any class or classes series of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)4.4), then in any such event the Registered Holder shall have the right thereafter to convert such stock into exercise the Warrants for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock Shares into which such shares of Common Stock the Warrants could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Warrant Issuance Agreement (Megawest Energy Corp.)

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Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Acquisition or Asset Transfer, Transfer as defined in Section 3(d) or a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a4(h)), in any such event the Registered Holder each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Reorganization Agreement (Hydrogen Burner Technology Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the exchange of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by an Acquisition, Asset Transfer, subdivision Exchange Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)3), then in any such event the Registered Holder each holder of Series A Preferred Stock shall have the right thereafter to convert exchange such stock Series A Preferred Stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Exchange Common Stock into which such shares of Common Stock Series A Preferred could have been converted exchanged immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Letter Agreement (Gulfwest Energy Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Acquisition or Asset Transfer, Transfer as defined in Section 4 or a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), in any such event the Registered Holder each holder of Series Preferred shall then have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock Series Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Subordination Agreement (Revance Therapeutics, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the applicable Original Issue Date while this Warrant remains outstandingDate, the Common Stock Shares issuable upon the conversion of the Preferred Shares is changed into the same or a different number of shares of any class or classes class(es) of stockthe capital of the Company, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transferas a result of a share dividend, subdivision or combination otherwise treated above, in which case the provisions of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)8.5 above shall apply), in any such event the Registered Holder each Preferred Shareholder shall then have the right thereafter to convert such stock Preferred Shares into the kind and amount of stock share and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock Shares into which such shares of Common Stock Preferred Shares could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Shareholders Agreement (Perfect Corp.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisitionacquisition, Asset Transferasset transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Gulf United Energy, Inc.

Adjustment for Reclassification, Exchange and Substitution. If In the event that at any time or from time to time after the Original Issue Date while this Warrant remains outstandingdate hereof, the Buyer's Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets assets, provided for elsewhere in this Section 3.1(a2.4(d)), then and in any such event the Registered Holder Sellers shall have the right thereafter to convert such stock into receive upon the payment of the Contingent Purchase Price the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change change, by holders a holder of the maximum number of shares of the Buyer's Common Stock into which such shares of Common Stock could otherwise would have been converted issued in payment of the Contingent Purchase Price if due and payable immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereofherein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)

Adjustment for Reclassification, Exchange and Substitution. If Subject to the Conversion Cap, if at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), in any such event the Registered Holder of the Convertible Note shall have the right thereafter to convert such stock Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock the Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Stockholders Agreement (Singer Brad C)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event event, the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Remote Knowledge Inc

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock issuable upon the conversion of the Series A Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, as a result of a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, merger or sale of assets provided for elsewhere consolidation in this Section 3.1(a)), which the Corporation is the continuing entity and which does not result in any change in the Common Stock) in any such event the Registered Holder Series A Preferred shall have the right thereafter to convert such stock be convertible into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock Series A Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Cumetrix Data Systems Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingDate, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, as a result of a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, merger or sale of assets provided for elsewhere consolidation in this Section 3.1(a)), which the Company is the continuing entity and which does not result in any change in the Common Stock) in any such event the Registered Holder this Warrant shall have the right thereafter to convert such stock into be exercisable for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into for which such shares of Common Stock this Warrant could have been converted exercised immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: AmpliPhi Biosciences Corp

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)10), then in any such event the Registered Holder each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. The Company shall give each holder of Series A Preferred Stock at least 30 days prior written notice of any event requiring adjustment pursuant to this Section 10.6.

Appears in 1 contract

Samples: Warrant Agreement (Fw Integrated Orthopaedics Investors Lp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision by a Common Stock Event or combination of shares, a stock dividend, reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), then in any such event the Registered Holder each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Handspring Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date while this Warrant remains outstandingof Issuance, the Common Stock Shares issuable upon the conversion of this Note is changed into the same or a different number of shares of any class or classes series of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)9), then in any such event the Registered Holder shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock Shares into which such shares of Common Stock this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein in this Note or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Distributed Energy Systems Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Series A Original Issue Date while this Warrant remains outstandingDate, the shares of Common Stock issuable upon the conversion of Series A Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, a subdivision or combination of shares, shares or stock dividend, dividend or a reorganization, merger, consolidation, consolidation or sale of assets provided for elsewhere in this Section 3.1(a)5), in any such event the Registered Holder each holder of Series A Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Series A Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Biodelivery Sciences International Inc)

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