Adjustment in Conversion Price Sample Clauses

Adjustment in Conversion Price. If the Company shall (A) pay a dividend or make a distribution on its shares of Common or Preferred Stock in shares of Preferred or Common Stock, (B) subdivide or reclassify its outstanding Preferred or Common Stock into a greater number of shares, or (C) combine or reclassify its outstanding Preferred or Common Stock into a smaller number of shares or otherwise effect a reverse split, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or other combination or reclassification shall be proportionately adjusted upward or downward, as the case may be in accordance with generally accepted accounting principles.
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Adjustment in Conversion Price. In the event that the terms of any ------------------------------ funding by the Corporation during the period beginning on the date hereof and ending on the date of the earliest to occur of (i) the second anniversary of the First Exchange, (ii) the raising by the Corporation after January 21, 2002 of proceeds of equity financing aggregating at least an additional $7.5 million in addition to the proceeds of the financings contemplated by (A) the Jona SPA (other than the proceeds of exercise of warrants issued to Jona, Inc. to the extent such proceeds constitute "additional proceeds" under item (ii) of Section 4.12 of the Jona SPA) and (B) the Exchange Agreement, or (iii) the Closing Bid Price has exceeded $3.00 for thirty (30) consecutive Trading Days following the effective date of the registration statement filed pursuant to Section 4.6.3 of the Exchange Agreement is at an effective offering price ("Effective Price") of --------------- less than $1.00 per share of Common Stock, then effective immediately upon such issuance, the Conversion Price shall be reduced to the Effective Price. If the securities sold in such offering are securities of the Corporation which are convertible into the Corporation's Common Stock and no other securities are sold with such convertible securities and the convertible securities do not provide for the payment of interest or dividends, other than dividends payable equally to all of the Corporation's securities holders, the conversion price for the convertible securities shall be deemed to be the Effective Price. If the funding includes securities other than the Corporation's Common Stock or securities convertible into the Corporation's Common Stock, which convertible securities do not entitle the holders thereof to any interest or dividend payments other than those available to all of the Corporation's securities holders, the Corporation and the Holders shall negotiate in good faith to determine the Effective Price. If the parties cannot agree on the Effective Price within thirty (30) days of the closing of the funding, the Corporation and the Holders shall each indicate in writing what they believe to be the Effective Price and shall submit the determination of the effective Price to arbitration in Denver, Colorado in accordance with the rules of the American Arbitration Association. The determination of the Effective Price pursuant to such arbitration shall be binding on the parties. The party whose stated Effective Price ...
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Adjustment in Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:
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Adjustment in Conversion Price. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective within 90 days after the Closing Date, then the conversion price of the Preferred Shares shall be adjusted as provided in the Certificate of Designations for the Preferred Shares.
Sample 1
Adjustment in Conversion Price. If the Registration Statements covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof are not effective (i) on or before December 31, 1996, in case of the Registration Statement to be filed pursuant to Section 2(a)(i) hereof or (ii) on or before January 31, 1997, in case of the Registration Statement to be filed pursuant to Section 2(a)(ii) hereof, then the conversion price of the Preferred Shares shall be adjusted as provided in the Certificate of Designations for the Preferred Shares.
Sample 1
Adjustment in Conversion Price. If the Company shall, subsequent to December 1, 2000, (A) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (B) subdivide or reclassify its outstanding Common Stock into a greater number of shares or otherwise effect a stock split, or (C) combine or reclassify its outstanding Common Stock into a smaller number of shares or otherwise effect a reverse split, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or other combination or reclassification shall be proportionately adjusted upward or downward, as the case may be in accordance with generally accepted accounting principles. Such adjustment shall be made successively whenever any event listed in this Paragraph 3(c) shall occur.
Sample 1
Adjustment in Conversion Price. (a) Adjustment for Change in Capital Stock. Except as provided in PARAGRAPH 4 (h) below, if AUGI shall (i) declare a dividend on its outstanding Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which AUGI is the continuing corporation), then in each such case the conversion privilege and the conversion price in effect immediately prior to such action shall be adjusted so that if the Note is thereafter converted, Holder may receive the number and kind of shares which he would have owned immediately following such action if he had converted the Note immediately prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.
Sample 1
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Adjustment in Conversion Price 
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Related to Adjustment in Conversion Price

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Conversion Price The conversion price in effect on any Conversion Date shall be equal to $0.03, subject to adjustment herein (the “Conversion Price”).

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Conversion Privilege and Conversion Price Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

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