Adjustments to Conversion Ratio. The Conversion Ratio for each share of Series A Preferred Stock set forth in Section A.4.a. and the Maximum Number, shall be subject to adjustments, from time to time, which shall be made to the nearest one-thousandth of a share of Common Stock or, if none, to the next lower one-thousandth and which shall be made, from time to time, upon the occurrence of the following events: (i) If the Corporation shall pay to the holders of its Common Stock a dividend in shares of Common Stock or in securities convertible into Common Stock other than the shares of this Series, the Conversion Ratio and the Maximum Number shall be proportionately increased, effective at the opening of business on the next full business day after the record date fixed for the determination of the holders of Common Stock entitled to such dividend. (ii) If the Corporation shall subdivide the outstanding shares of its Common Stock into a greater number of shares or combine the outstanding shares into a smaller number, the Conversion Ratio and the Maximum Number shall be proportionately increased in the case of a subdivision or decreased in the case of a combination, effective at the opening of business on the next full business day after the day such action becomes effective. (iii) If the Corporation shall issue to the holders of its Common Stock rights or warrants to subscribe for or purchase shares of its Common Stock at a price less than the Current Market Price of the Corporation's Common Stock at the record date fixed for the determination of the holders of Common Stock entitled to such rights or warrants, the Conversion Ratio and the Maximum Number shall be increased, effective at the opening of business on the next full business day after such record date, to the respective amounts determined by multiplying such Conversion Ratio and the Maximum Number by a fraction, the numerator of which is the number of shares of Common Stock of the Corporation outstanding immediately prior to such record date plus the number of additional shares of its Common Stock offered for subscription or purchase and the denominator of which is said number of shares outstanding immediately prior to such record date plus the number of shares of Common Stock of the Corporation which the aggregate subscription or purchase price of the total number of shares so offered would purchase at the Current Market Price of the Corporation's Common Stock at such record date. (iv) If the Corporation shall distribute to the ho...
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted to reflect fully the effect of any share sub-division or combination, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or Parent Common Stock occurring after the date hereof and prior to the Merger Effective Time, so as to provide holders of Parent Common Stock and Company Common Stock the same economic effect as contemplated by this Agreement prior to such share sub-division or combination, stock dividend, reorganization, recapitalization or like change.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock, reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock) occurring after the date hereof and prior to the Effective Time.
Adjustments to Conversion Ratio. For so long as this Note is outstanding, if the Issuer (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price representing a percentage of the Current Market Price of the Common Shares on the date of issuance thereof that is lower than 75%, (B) warrants or options with a strike price representing a percentage of the Current Market Price of the Common Shares on the date of issuance of the warrants or options that is lower than 75%, or (C) convertible or exchangeable securities with a right to exchange at lower than 75% of the Current Market Price of the Common Shares on the date of issuance or conversion, as applicable, of such convertible or exchangeable securities; and (ii) grants the right to the purchaser(s) thereof to demand that the Issuer register under the Securities Act such Common Shares issued or the Common Shares for which such warrants or options may be exercised or such convertible or exchangeable securities may be converted or exchanged, then the Conversion Ratio shall be reduced to equal the lowest of any such lower percentages.
Adjustments to Conversion Ratio. The number of shares of Common Stock into which each share of the Series A Preferred is convertible, and the number of votes to which the holder of a share of the Series A Preferred is entitled pursuant to Section 4, shall be subject to adjustment from time to time as follows:
Adjustments to Conversion Ratio. Subject to Section 7.3(f), notwithstanding anything to the contrary set forth herein, if the amount of cash and cash equivalents of Frosx Xxxxx xxxs the amount of liabilities of Frosx Xxxxx xxxs any amounts paid A-7 14 or payable to NASDAQ for Small Cap listing fees by Frosx Xxxxx xxxs any director's and officer's insurance premiums paid or payable by Frosx Xxxxx (xxl calculated in accordance with generally accepted accounting principles) at the Effective Time ("Net Cash Assets") is less than $4,500,000, then the Conversion Ratio shall be automatically adjusted to the nearest lower whole number by multiplying it by a fraction, the numerator of which is 4,500,000 and the denominator of which is the Net Cash Assets.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows:
Adjustments to Conversion Ratio. The Conversion Ratio and ------------------------------- the Affiliate Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock, reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock) occurring after the date hereof and prior to the Effective Time.
Adjustments to Conversion Ratio. (a) If the Company, at any time or from time to time, subdivides the outstanding Common shares without completing an equivalent subdivision of the Non-Voting Common shares, the Conversion Ratio in effect immediately before such subdivision shall be proportionately increased so that the number of Common shares issuable on conversion of each Non-Voting Common share be increased in proportion to such increase in the aggregate number of Common shares outstanding. If the Company, at any time or from time to time, consolidates the outstanding Common shares without completing an equivalent consolidation of the Non-Voting Common shares, the Conversion Ratio in effect immediately before such consolidation shall be proportionately decreased so that the number of Common shares issuable on conversion of each Non-Voting Common share be decreased in proportion to such decrease in the aggregate number of Common shares outstanding. Any adjustment to the Conversion Ratio pursuant to this Article 28.6(a) shall become effective on the date and time that the subdivision or combination becomes effective.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted, from time to time by the Board of Directors of the Corporation, to reflect the effect of any stock dividend, stock split, reverse stock split, merger, consolidation, recapitalization (other than the issuance of Common Stock in exchange for indebtedness or other obligation of similar value), reorganization or other similar transaction affecting the Corporation so that immediately following such event the holders of the Series A Preferred Stock shall be entitled to receive upon conversion thereof the kind and amount of shares of securities of the Corporation and other property which they would have owned or been entitled to receive upon or by reason of such event if such shares of Series A Preferred Stock had been converted immediately before the record date (or, if no record date, the effective date) for such event. An adjustment made pursuant to this paragraph b) of this Section 5 shall become effective immediately after the opening of business on the next day immediately following the record date in the case of a dividend or distribution and shall become effective immediately after the opening of business on the day next following the effective date in the case of a subdivision, combination, reclassification, merger, recapitalization, reorganization or other similar transaction. In case of (i) any consolidation or merger to which the Corporation is a party, other than a merger or consolidation in which the Corporation is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock (or such other class or series of common stock into which shares of Series A Preferred Stock are then convertible) or
