Adjustment of Conversion Terms Sample Clauses

Adjustment of Conversion Terms. The Conversion Price and number of shares of Common Stock to be issued upon conversion or purchase shall be subject to adjustment from time to time upon the happening of certain events while the conversion or purchase right specified by the provisions of this Debenture remains outstanding, as follows:
AutoNDA by SimpleDocs
Adjustment of Conversion Terms. If the Registration Statement covering the Registrable Securities which is required to be filed by the Company pursuant to the first sentence of Section 6.2(a) hereof is not effective by May 1, 1999, the terms of conversion of the Shares shall be adjusted as provided in the Certificate of Designation.
Adjustment of Conversion Terms. The Conversion Shares to be issued upon Conversion shall be subject to adjustment from time to time upon the happening of certain events while the right of Conversion specified by the provisions of this Agreement remains outstanding, as follows:
Adjustment of Conversion Terms. The Conversion Price and the number and kind of shares to be issued to Holder upon conversion pursuant to Section 3.1 shall be adjusted to reflect the effect of any consolidation, merger, sale of assets, reclassification of shares, share issuance or any other change in the status of the Capital Stock or the rights or privileges of holders of the Capital Stock (herein called a "Change" in the Capital Stock) which occurs prior to conversion. Such adjustment to the shares of Capital Stock to be issued upon a conversion to reflect a Change shall be calculated as if the Debenture had been converted and the Capital Stock into which the Debenture is convertible was issued and outstanding immediately prior to the Change and then, was adjusted, like all other shares of Capital Stock then outstanding, to reflect the Change. Accordingly, if the Debenture is then converted after a Change, the number of shares issued in the conversion shall reflect the Change. After conversion, the shares issued in the conversion shall be treated like all other similar shares outstanding when any subsequent changes occur.
Adjustment of Conversion Terms. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of its Common Stock to its stockholders, the number of Shares convertible pursuant to this Debenture immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of Shares convertible pursuant to this Note immediately prior to such combination shall be proportionately decreased in each instance. Whenever the number of shares of Common Stock convertible pursuant to this Debenture is required to be adjusted as provided in the above paragraph, the exercise price shall be adjusted (to the nearest cent) in each instance by multiplying such conversion price per share immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so convertible immediately thereafter. In case the Company shall, at any time prior to the expiration date of the Debenture and prior to the conversion thereof, offer to the holders of it Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered holders of the Debenture not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the holders to participate in such off or subscription shall terminate if the Debenture shall not be converted before the date of such closing of the books or such record date. If the Company shall take any action affecting the shares of its Common Stock, other than that action described in this Debenture, which, in the opinion of the Company would materially affect the rights of the holders of the Debenture or the conversion price per shares of Common Stock convertible shall be adjusted in each instance and at such time as the Company, in good faith, may...
Adjustment of Conversion Terms. 9.1 In the event of changes in the capital situation of the Company, the conversion rate must be adjusted according to the circumstances as set out in clause 9.1.1 - 9.1.4 below.
Adjustment of Conversion Terms. If the Registration Statement covering the Registrable Securities which is required to be filed by the Company pursuant to the first sentence of Section 2(a) hereof is not effective within 120 days after the Closing Date and in certain other circumstances specified in Section 10 of the Certificate of Designations, the terms of conversion of the Preferred Stock shall be adjusted as provided in the Certificate of Designations.
AutoNDA by SimpleDocs
Adjustment of Conversion Terms. If the Registration Statement covering the Registrable Securities which is required to be filed by the Company pursuant to the first sentence of Section 6.2(a) hereof is filed by December 31, 2002, the terms of conversion of the Shares shall be adjusted as provided in the Certificate of Designation.
Adjustment of Conversion Terms 

Related to Adjustment of Conversion Terms

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

  • 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.

  • 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 Section 4(d)(vii)) 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.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

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

  • Calculation of Conversion Price The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Adjustment of Conversion Price upon Subdivision or Combination of Common Stock If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

  • Fractional Shares; Interest; Effect of Conversion No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 6(c), the Company shall be forever released from all its obligations and liabilities under this Note.

Time is Money Join Law Insider Premium to draft better contracts faster.