Common use of Adjustment Upon Certain Dividends Clause in Contracts

Adjustment Upon Certain Dividends. Except to the extent that participating dividends have been declared and paid pursuant to Section 2.2 hereof, in the event the Corporation shall make or issue, or shall fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution (other than a distribution in liquidation or other distribution otherwise provided for herein) with respect to the Common Stock payable in (a) securities of the Corporation other than shares of Common Stock, or (b) other assets (excluding cash dividends or distributions), then and in each such event provisions shall be made so that the holders of the Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the number of securities or such other assets of the Corporation which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities or such other assets receivable by them, giving application to all other adjustments called for during such period under this Section 5.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Infonautics Inc), Agreement and Plan of Reorganization (Ibs Interactive Inc)

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Adjustment Upon Certain Dividends. Except to the extent that participating dividends have been declared and paid pursuant to Section 2.2 hereof, in In the event the Corporation shall make or issue, or shall fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution (other than a distribution in liquidation or other distribution otherwise provided for herein) with respect to the Common Stock payable in (ai) securities of the Corporation other than shares of Common Stock, or (bii) other assets (excluding cash dividends or distributions), then and in each such event provisions provision shall be made so that the holders of the Series A C Preferred Stock shall receive upon conversion thereof, thereof in addition to the number of shares of Common Stock receivable thereupon, the number of securities or such other assets of the Corporation which they would have received had their Series A C Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities or such other assets receivable by them, giving application to all other adjustments called for during such period under this Section 5C5.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Emerge Interactive Inc)

Adjustment Upon Certain Dividends. Except to the extent that participating dividends have been declared and paid pursuant to Section 2.2 hereof, in In the event the Corporation shall make or issue, or shall fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution (other than a distribution in liquidation or other distribution otherwise provided for herein) with respect to the Common Stock payable in (ai) securities of the Corporation other than shares of Common Stock, or (bii) other assets (excluding cash dividends or distributions), then and in each such event provisions provision shall be made so that the holders of the Series A B Junior Preferred Stock shall receive upon conversion thereof, thereof in addition to the number of shares of Common Stock receivable thereupon, the number of securities or such other assets of the Corporation which they would have received had their Series A B Junior Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities or such other assets receivable by them, giving application to all other adjustments called for during such period under this Section 5B5.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Emerge Interactive Inc)

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Adjustment Upon Certain Dividends. Except to the extent that participating dividends have been declared and paid pursuant to Section 2.2 hereof, in In the event the Corporation shall make or issue, or shall fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution (other than a distribution in liquidation or other distribution otherwise provided for herein) with respect to the Common Stock payable in (ai) securities of the Corporation other than shares of Common Stock, or (bii) other assets (excluding cash dividends or distributions), then and in each such event provisions provision shall be made so that the holders of the Series A Preferred Stock shall receive upon conversion thereof, thereof in addition to the number of shares of Common Stock receivable thereupon, the number of securities or such other assets of the Corporation which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities or such other assets receivable by them, giving application to all other adjustments called for during such period under this Section 5A5.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Emerge Interactive Inc)

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