Conversion Ratio Adjustment. (a) As used in this Section 3.04, the term "
Conversion Ratio Adjustment. In the event the Corporation shall fix a record for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such distribution if no record date is fixed), the Class B Conversion Ratio shall be appropriately decreased so that the .number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. If the number of shares of Common Stock outstanding at any time after the date of issuance of the Class B Preferred Stock is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Class B Conversion Ratio shall be appropriately increased so that the number of shares of Common Stock issuable on conversion shall be decreased in proportion to such decrease in outstanding shares. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets), provision shall be made so that the holders of Class B Preferred Sock shall thereafter be entitled to receive upon conversion of their shares the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of this Section 4(d) with respect to the rights of the holders of Class B Preferred Stock after the recapitalization to the end that the provisions of this Section 4(d) (including adjustment of the Class B Conversion Ratio then in effect) shall be applicable after that event as nearly equivalent as may be practicable.
Conversion Ratio Adjustment. The parties agree that their intent is, immediately after the Closing, Convera will own one-third (1/3) of the total issued and outstanding Company Common Stock and Parent will own two-thirds (2/3) of the total issued and outstanding Company Common Stock. In the event the Company does not have 1,000 shares of Company Common Stock issued and outstanding immediately before the Effective Time, the parties agree that they will adjust the conversion ratio in Sections 2.1(a) and 2.1(b) above to carry out the intent of the parties as specified in this Section 2.1(c). The parties agree that in connection with the distribution of Company Common Stock to Convera stockholders as contemplated in Section 6.10, if any, the Company will effect a stock split or another appropriate form of recapitalization to allow a pro rata distribution of Company Common Stock to Convera stockholders without fractional shares.
Conversion Ratio Adjustment. If, from the date hereof until such time as the Investor no longer holds any of the Company’s Shares, the Company closes on the sale of a note or notes, shares of Common Stock, or shares of any class of Preferred Stock at a price per share of Common Stock, or with a conversion right to acquire Common Stock at a price per share of Common Stock, that is less than the Per Share Purchase Price (as adjusted to the capitalization per share as of the Closing Date, following any stock splits, stock dividends, or the like) (collectively, the “Subsequent Conversion Price”), the Company shall make a post-Closing adjustment in the Conversion Ratio so that the number of shares of Common Stock into which the Preferred Stock are convertible shall be increased proportionately to reflect the Subsequent Conversion Price after taking into account any prior conversions of the Preferred Stock and/or exercises of the Warrants. For example, if the Company closes on a sale of shares of Common Stock at $0.40 per share and the Investor tenders 100,000 shares of Preferred stock for conversion, the conversion ratio would be adjusted by a factor the numerator of which would be the Purchase Price and the denominator of which would be the Subsequent Conversion Price times the number of Preferred Shares being converted (.50/.40 x 100,000 = 125,000 shares of Preferred Stock). Notwithstanding the foregoing, this Section 6.14 shall not apply in respect of an Exempt Issuance and shall not apply if the Investor has publicly sold, directly or indirectly, any shares of Common Stock within the six (6) months immediately preceding the date otherwise triggering an adjustment pursuant to this Section 6.14.
