Dividends; Reclassifications; Etc. In the event the Company shall, at any time after the date of this Agreement, (A) declare and pay a dividend or bonus issue on the Series C Preferred Shares payable in Series C Preferred Shares, (B) subdivide the issued and outstanding Series C Preferred Shares, (C) combine or consolidate the issued and outstanding Series C Preferred Shares into a smaller number of Series C Preferred Shares or (D) issue any share capital in a reclassification of the Series C Preferred Shares (including any such reclassification in connection with a consolidation, amalgamation or merger in which the Company is the continuing or surviving company), except as otherwise provided in this Section 11.1.1, the Purchase Price in effect at the time of the record date for such dividend or bonus issue or of the effective date of such subdivision, combination, consolidation or reclassification, and the number and kind of share capital issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of share capital which, if such Right had been exercised immediately prior to such date and at a time when the Series C Preferred Shares register of members of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, bonus issue, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2.
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Dividends; Reclassifications; Etc. In the event the Company shall, at any time after the date of this Agreement, (A) declare and pay a dividend or bonus issue on the Series C A Preferred Shares payable in Series C A Preferred Shares, (B) subdivide the issued and outstanding Series C A Preferred Shares, (C) combine or consolidate the issued and outstanding Series C A Preferred Shares into a smaller number of Series C A Preferred Shares or (D) issue any share capital in a reclassification of the Series C A Preferred Shares (including any such reclassification in connection with a consolidation, amalgamation or merger in which the Company is the continuing or surviving company), except as otherwise provided in this Section 11.1.1, the Purchase Price in effect at the time of the record date for such dividend or bonus issue or of the effective date of such subdivision, combination, consolidation or reclassification, and the number and kind of share capital issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of share capital which, if such Right had been exercised immediately prior to such date and at a time when the Series C A Preferred Shares register of members of the Company were was open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, bonus issue, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2.
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Sources: Rights Agreement (Xyratex LTD)
Dividends; Reclassifications; Etc. In the event the Company shall, at any time after the date of this Agreement, (A) declare and pay a dividend or bonus issue on the Series C A Preferred Shares payable in Series C A Preferred Shares, (B) subdivide the issued and outstanding Series C A Preferred Shares, (C) combine or consolidate the issued and outstanding Series C A Preferred Shares into a smaller number of Series C A Preferred Shares or (D) issue any share capital in a reclassification of the Series C A Preferred Shares (including any such reclassification in connection with a consolidation, amalgamation or merger in which the Company is the continuing or surviving company), except as otherwise provided in this Section 11.1.1, the Purchase Price in effect at the time of the record date for such dividend or bonus issue or of the effective date of such subdivision, combination, consolidation or reclassification, and the number and kind of share capital issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of share capital which, if such Right had been exercised immediately prior to such date and at a time when the Series C A Preferred Shares register of members of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, bonus issue, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2.
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Dividends; Reclassifications; Etc. (i) In the event that the Company shall, at any time prior to the exercise of this Warrant declare or pay to the holders of the Common Stock a dividend payable in Common Stock or Convertible Securities (as hereinafter defined) of the Company, then the Exercise Price shall be subject to adjustment pursuant to subparagraph (C) of this Section 9.
(ii) If, at any time after the date of this Agreementissuance hereof, (A) declare and pay a dividend or bonus issue on the Series C Preferred Shares payable in Series C Preferred SharesCompany shall subdivide its outstanding shares of Common Stock, (B) subdivide combine the issued and outstanding Series C Preferred Shares, (C) combine or consolidate the issued and outstanding Series C Preferred Shares shares of Common Stock into a smaller number of Series C Preferred Shares shares, or (D) issue any share capital in a by reclassification of the Series C Preferred Shares its shares of Common Stock (including any such reclassification in connection with a consolidation, amalgamation consolidation or merger in which the Company is the continuing or surviving company), except as otherwise provided in this Section 11.1.1corporation) any shares, the Purchase Exercise Price in effect at the time of the record date for such dividend or bonus issue or of the effective date of such subdivision, combination, consolidation combination or reclassification, and the number and kind of share capital issuable on such date, reclassification shall be proportionately adjusted so that the holder Holder of any Right exercised this Warrant exercising it after such time shall be entitled to receive the aggregate total number and kind of share capital which, if shares which bear the same proportion to the total immediately after such Right had time as the proportion he would have owned and have been exercised entitled to receive immediately prior to such date and time bore to the total immediately prior to such time.
(iii) In the event that the Company shall, at any time prior to the exercise of this Warrant, (a) declare or pay to holders of Common Stock a time when the Series C Preferred Shares register of members dividend payable in any security of the Company were openother than Common Stock or Convertible Securities; (b) transfer its property as an entirety or substantially as an entirety to any other company; (c) make any distribution of its assets to holders of its Common Stock as a liquidation or partial liquidation dividend or by way of return of capital; or (d) undergo a merger or consolidation in which the Company is not the continuing corporation; then, upon the subsequent exercise of this Warrant, the Holder shall receive, in addition to or in substitution for the shares of Common Stock to which it would otherwise be entitled upon such exercise, such holder additional securities of the Company, or such shares of the securities or property of the Company resulting from such transfer, or such assets of the Company, or such shares of the securities or property of the continuing corporation in the event of such merger or consolidation, which it would have owned upon such exercise and been entitled to receive by virtue had it exercised this Warrant prior to the happening of such dividend, bonus issue, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value any of the shares of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2foregoing events.
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