Common use of Stock Dividends and Stock Splits Clause in Contracts

Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of this Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 2 contracts

Samples: Exchange Agreement (Blue Calypso, Inc.), Blue Calypso, Inc.

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Stock Dividends and Stock Splits. If Except for shares of Common Stock issued under the Company's stock option plan or otherwise payable to consultants, if the Company, at any time while this Note Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of this Noteor payment of interest on, the Debentures), ; (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Debt Purchase Agreement (Titan Iron Ore Corp.)

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note the Series A Preferred Stock is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of this NoteCorporation pursuant to the Series A Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the CompanyCorporation, then each share of Series A Preferred Stock shall receive such consideration as if such number of shares of Series A Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the Conversion Price shall be multiplied by a fraction holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before into which it could convert at such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventtime. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 1 contract

Samples: Share Exchange Agreement (Discovery Gold Corp)

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note the Series A Preferred Stock is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon Corporation pursuant to the conversion of this Notethe Series A Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the CompanyCorporation, then each share of Series A Preferred Stock shall receive such consideration as if such number of shares of Series A Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the Conversion Price shall be multiplied by a fraction holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before into which it could convert at such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventtime. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Share Purchase Agreement (BTCS Inc.)

Stock Dividends and Stock Splits. If the Company, at any time while this Note Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of this Noteinterest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-re classification. In addition, the exercise price of the Warrants to be issued upon subsequent conversion of the Debenture shall be adjusted in proportion to such adjustment to the Conversion Price.

Appears in 1 contract

Samples: Subscription Agreement (Trunity Holdings, Inc.)

Stock Dividends and Stock Splits. If the Company, at any time while this Note Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock Ordinary Shares or any Common Stock Ordinary Share Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Ordinary Shares issued by the Company upon conversion of, or payment of this Noteinterest on, the Debentures), ; (iiB) subdivides outstanding shares of Common Stock Ordinary Shares into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock Ordinary Shares into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock, Ordinary Shares any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Securities Purchase Agreement (Edap TMS Sa)

Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstandingafter the Issuance Date: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock Conversion Shares issued by the Company upon conversion of this NotePreferred Shares), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (iv) issues, in the event of a issues by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then in each case the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon the conversion of the Preferred Shares shall be proportionately adjusted such that the aggregate Conversion Price of the Preferred Shares shall remain unchanged. Any adjustment made pursuant to this Section 5(a(2)(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date of the applicable event in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Securities Purchase Agreement (LENSAR, Inc.)

Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of this Noteinterest on, the Notes or as payment of payment-in-kind dividends on the Company’s Series A Convertible Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 1 contract

Samples: Cell Source, Inc.

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Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note is the Series A Preference Shares are outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Shares or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents Shares (which, for avoidance of doubt, shall not include any shares of Common Stock Shares issued by the Company upon conversion Corporation pursuant to the terms of this Notethe Series A Preference Shares), (iiB) subdivides subdivide outstanding shares of Common Stock Shares into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (ivC) issues, in the event of a issue by reclassification of shares of the Common Stock, Shares any shares of capital stock of the CompanyCorporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock Shares (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. To clarify, in the event the Corporation shall combine (including by way of reverse stock or forward stock split) outstanding shares of Common Shares into a smaller number of shares, the conversion price and the number of Series A Preference Shares shall be modified, reduced, or otherwise adjusted.

Appears in 1 contract

Samples: Escrow Agreement

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note the Series B Preferred Stock is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of this NoteCorporation pursuant to the Series B Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the CompanyCorporation, then each share of Series B Preferred Stock shall receive such consideration as if such number of shares of Series B Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the Conversion Price shall be multiplied by a fraction holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before into which it could convert at such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventtime. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (All for One Media Corp.)

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note the Series C Preferred Stock is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of this NoteCorporation pursuant to the Series C Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the CompanyCorporation, then each share of Series C Preferred Stock shall receive such consideration as if such number of shares of Series C Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the Conversion Price shall be multiplied by a fraction holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before into which it could convert at such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventtime. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Spiral Energy Tech., Inc.)

Stock Dividends and Stock Splits. If the Company, at any time while this Note Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of this Noteinterest on, the Debentures or upon the exercise of any options or warrants, including the Warrants), ; (ii) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 5(a2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Appears in 1 contract

Samples: Pressure Biosciences Inc

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Note is any Preferred Shares remain outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon Corporation pursuant to the conversion of this Notethe Series F Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the CompanyCorporation, then each Preferred Share shall receive such consideration as if such number Preferred Shares had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the Conversion Price shall be multiplied by a fraction holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before into which it could convert at such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventtime. Any adjustment made pursuant to this Section 5(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed declaration or distribution as to any unconverted principal amount at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. Notwithstanding the preceding, there shall be no adjustment as a result of the contemplated reverse stock split.

Appears in 1 contract

Samples: Asset Purchase Agreement (Truli Technologies, Inc.)

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