Proportional Adjustment definition
Proportional Adjustment means an adjustment made to the price of the Preferred Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination reclassification or other similar change with respect to such security, such that the price of one share of the Preferred Stock before the occurrence of any such change shall equal the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the Preferred Stock with respect thereto upon the effectiveness of such change.
Proportional Adjustment means an adjustment made to the price of the Preferred Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination reclassification or other similar change with respect to such security, such that the price of one share of the New Preferred Stock before the occurrence of any such change shall equal the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the New Preferred Stock with respect thereto upon the effectiveness of such change. Notwithstanding the foregoing, the Reverse Split shall not trigger or give rise to any Proportional Adjustment.
Proportional Adjustment means an adjustment made to the price of the Preferred Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination reclassification or other similar change with respect to such security, such that the price of one share of the Preferred Stock before the occurrence of any such change shall equal the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the Preferred Stock with respect thereto upon the effectiveness of such change. Notwithstanding the foregoing, the Reverse Split shall not rigger or give rise to any Proportional Adjustment.
Examples of Proportional Adjustment in a sentence
The adjustments to the Purchase Multiple or the Purchase Price pursuant to the Proportional Adjustment shall not be effective until SkyePharma and the Corporation shall deliver written instructions to the Escrow Agent.
If, after the date of this Agreement, the Additional Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares which affects all shares of Common Stock, the Purchase Price and the Purchase Multiple shall be adjusted by a Proportional Adjustment.
If no Accounting Firm is agreed upon during such period, the Proportional Adjustment shall become effective in accordance with the terms set forth in such notice.
Upon any Proportional Adjustment, the Corporation shall give written notice at least twenty (20) days prior to any Proportional Adjustment, with an explanation of the nature of the Proportional Adjustment, its effect on the Purchase Price and the Purchase Multiple, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
In the event of a Proportional Adjustment in which the parties are unable to agree on the Purchase Price, the Purchase Multiple or the Additional Shares, such dispute shall be resolved by a mutually acceptable internationally recognized accounting firm (the "Accounting Firm") which must be agreed upon within ten (10) business days of the delivery of notice by the Corporation to SkyePharma.
The Parties shall promptly inform the Validator of all Collaboration Polypeptides, including sufficient information with respect to such Collaboration Polypeptide to allow the Validator to determine whether the Collaboration Polypeptide is included in a Shared Vaccine Product and confirm the Proportional Adjustment Percentage.
For each Shared Vaccine Product, the Validator shall confirm such Proportional Adjustment Percentage to Immatics promptly following the Validator’s confirmation of such Proportional Adjustment Percentage.
More Definitions of Proportional Adjustment
Proportional Adjustment means an adjustment made to the price of the Series A Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to such security, such that the price of one share of the Series A Stock before the occurrence of any such change shall equal the aggregate price of the share (or shares or fractional share) of such security (or any other security) received by the holder of the Series A Stock with respect thereto upon the effectiveness of such change.
Proportional Adjustment means a proportional or other equitable adjustment made upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change.
Proportional Adjustment means, with respect to any or all series of Preferred Stock, a proportionate and equitable adjustment made to any per share price of such series of Preferred Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to such series of Preferred Stock.
Proportional Adjustment means (i) with respect to the Series A Original Issuance Price, a proportional or other equitable adjustment made to the Series A Original Issuance Price upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to the Series A Preferred Stock at any time after the Series D Original Issuance Date, (ii) with respect to the Series B Original Issuance Price, a proportional or other equitable adjustment made to the Series B Original Issuance Price upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to the Series B Preferred Stock at any time after the Series D Original Issuance Date, (iii) with respect to the Series C Original Issuance Price, a proportional or other equitable adjustment made to the Series C Original Issuance Price upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to the Series C Preferred Stock at any time after the Series D Original Issuance Date and (iv) with respect to the Series D Original Issuance Price, a proportional or other equitable adjustment made to the Series D Original Issuance Price upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to the Series D Preferred Stock at any time after the Series D Original Issuance Date ..
Proportional Adjustment means a proportionate adjustment made in good faith to the price per share used in calculating the Purchase Price and the number of shares of Common Stock or other securities constituting the Purchase Multiple upon the occurrence of a stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares which affects all shares of Common Stock, as described below. The price payable per share after such change shall be adjusted so that the price that shall be payable for the aggregate of the securities or shares (or share or fractional share) that are received or held in respect of one Additional Share upon the effectiveness of such change shall equal the price of one Additional Share prior to such change. The number of shares constituting the Purchase Multiple shall be proportionately increased or decreased by multiplying (a) the Purchase Multiple immediately prior to the effectiveness of such change by (b) the number of the securities or shares (or share or fractional share) that are received or held in respect of one Additional Share upon the effectiveness of such change.
Proportional Adjustment means a proportional or other equitable ------------ ---------- adjustment made to the Original Issuance Price Per Share of each series of Designated Preferred Stock upon the occurrence of a stock split, reverse stock split, stock dividend, stock combination, reclassification or other similar change with respect to such series of Designated Preferred Stock. "Permitted Shares" shall mean, collectively, (a) any shares of Common --------- ------ Stock or Convertible Securities issued or issuable to employees or consultants, or to persons who were to become employees or consultants, of the Corporation pursuant to stock option, stock incentive, stock appreciation, stock bonus or compensation rights plans or any other employee benefit plans presently in effect or which may hereafter be adopted by the Corporation, or pursuant to stock option, employment, consulting, restricted stock or other agreements or arrangements of any kind, provided, however, that in no event shall the number of such shares -------- ------- of Common Stock referred to in this clause (a) exceed twenty percent (20%) of the sum of the shares of Common Stock issued and outstanding from time to time and the shares of Common Stock issuable upon conversion of all series of Designated Preferred Stock; (b) up to 276,484 shares of Common Stock issuable by the Corporation to The Massachusetts Institute of Technology ("MIT") pursuant to that certain License Agreement, which became effective as of November 17, 1992, between the Corporation and MIT; (c) the issuance of up to 125,833 shares of Series C Preferred Stock upon exercise of warrants issued to Comdisco, Inc.; (d) the issuance of up to 240,000 shares of Series C Preferred Stock upon exercise of outstanding options issued to Julius Rebek, Jr. and Paul R. Schimmel; (e) the issuance of up to 240,500 shares of Series B Preferred Stock issuable upon exercise of warrants issued to Comdisco, Inc.; and (f) any shares of Common Stock or Convertible Securities issued or issuable upon conversion of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Parity Preferred Stock or any other Convertible Securities. "Series A Adjustment Price" shall mean, at the relevant time of ------ - ---------- ----- reference thereto, the quotient obtained by dividing (i) $0.10 by (ii) the Series A Conversion Rate in effect at such time. "Series A Conversion Rate" shall mean the rate at which outstanding ------ - ---------- ...