Adjustments Upon Share Issuances Sample Clauses

Adjustments Upon Share Issuances. Changes in -------------------------------------------- Capitalization, etc. (a) In the event of any change in the Common Stock or in -------------------- the number of outstanding shares of Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of the shares to be issued by the Company upon exercise of the Topping Fee Option granted hereunder shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Parent shall receive upon exercise of such Option the number and class of shares or other securities or property that Parent would have received with respect to the Common Stock if such Option had been exercised immediately prior to such event or the record date therefor, as applicable, and such Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.
Sample 1See All (4)
AutoNDA by SimpleDocs
Adjustments Upon Share Issuances. CHANGES IN CAPITALIZATION, ETC. In the event of any change in the Cornerstone Preferred Stock or in the number of outstanding shares of Cornerstone Preferred Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of Cornerstone (including, without limitation, the declaration or payment of an extraordinary dividend in the form of cash, securities or other property), the type and number of shares or securities to be delivered by Deutsche Bank and Xxxxxxxxx Xxxxxx upon exercise of the Stock Option shall be adjusted appropriately.
Sample 1Sample 2Sample 3
Adjustments Upon Share Issuances. CHANGES IN CAPITALIZATION, ETC. (a) Without in any way affecting the Company's obligations under the Merger Agreement, in the event of any change in Company Common Stock or in the number of outstanding shares of Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of the Shares to be issued by the Company upon exercise of the Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Sub shall receive upon exercise of the Option the number and class of shares or other securities or property that Sub would have received in respect to the Shares if the Option had been exercised immediately prior to such event, or the record date therefor, as applicable, and
Sample 1Sample 2
Adjustments Upon Share Issuances. Changes in Capitalization, etc. (a) In the event of any change in VMARK Common Stock or in the number of outstanding shares of VMARK Common Stock by reason of a stock dividend, stock split, reclassification, split-up, recapitalization, combination, exchange of shares or similar transaction or any other change in the corporate or capital structure of VMARK (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property or a dividend under the Rights Plan), the type and number of shares or securities to be issued by VMARK upon exercise of the Stock Option, the Purchase Price and the VMARK Rights shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that UNIDATA shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that UNIDATA would have received in respect of VMARK Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable, and an election had been made to the fullest extent permitted to receive such securities, cash or other property. (b) In the event that VMARK shall enter into an agreement (i) to consolidate with or merge into any person, other than UNIDATA or one of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than UNIDATA or one of its subsidiaries, to merge into VMARK and VMARK shall be the continuing or surviving corporation, but, in I-45 54 connection with such merger, the then outstanding shares of VMARK Common Stock shall be changed into or exchanged for stock or other securities of VMARK or any other person or cash or any other property, or then outstanding shares of VMARK Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than UNIDATA or one of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that UNIDATA shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that UNIDATA would have received in respect of VMARK Common Stock if the Stock Option had been exercised immediately prior to such tran...
Sample 1
Adjustments Upon Share Issuances. CHANGES IN CAPITALIZATION, ETC. In the event of any change in Trailblazer Common Stock or in the number of outstanding shares of Trailblazer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares, or similar transaction or any other change in the corporate or capital structure of
Sample 1
Adjustments Upon Share Issuances. CHANGES IN CAPITALIZATION, ETC. In the event of any change in Pioneer Common Stock or in the number of outstanding shares of Pioneer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares, or similar transaction or any other change in the corporate or capital structure of Pioneer (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities, or other property), the type and number of shares or securities to be issued by Pioneer upon exercise of the Pioneer Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Trailblazer shall receive upon exercise of the Pioneer Stock Option the number, and class of shares and voting power represented thereby or other securities or property that Trailblazer would have received in respect of Pioneer Common Stock if the Pioneer Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable, and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash, or other property.
Sample 1
Adjustments Upon Share Issuances. Changes in Capitalization, ------------------------------------------------------------ etc. ---
Sample 1
AutoNDA by SimpleDocs
Adjustments Upon Share Issuances. Changes in -------------------------------------------- Capitalization, etc. If after the date hereof and on or prior to any Top-Up ------------------- Closing Date the outstanding shares of Company Common Stock shall be changed into a different number of shares as a result of any stock split, reverse stock split, stock dividend, reclassification or any similar transaction, the type and number of the Option Shares to be issued by the Company and the Exercise Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that Merger Sub shall receive upon exercise of the Option the number and class of shares or other securities or property that Merger Sub would have received with respect to the Company Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable, and Merger Sub had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.
Sample 1

Related to Adjustments Upon Share Issuances

  • Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows:

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Common Stock Issuable Upon Exercise The Warrant Price shall be subject to be adjusted and re-adjusted from time to time as provided in this Section 4 and, as so adjusted or re-adjusted, shall remain in effect until a further adjustment or re-adjustment thereof is required by this Section 4:

  • Adjustments for Issuance of Additional Shares of Common Stock In the event the Maker, shall, at any time, from time to time, issue or sell any additional shares of common stock (otherwise than as provided in the foregoing subsections (i) through (v) of this Section 3.5(a) or pursuant to Common Stock Equivalents (hereafter defined) granted or issued prior to the Issuance Date) (“Additional Shares of Common Stock”), at a price per share less than the Conversion Price then in effect or without consideration, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration per share paid for such Additional Shares of Common Stock.

  • Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise The Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Adjustments of Exercise Price and Number of Warrant Shares; Stock Splits, etc The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

  • Adjustment of Exercise Price and Number of Warrant Shares Issuable The Exercise Price and the number and kind of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment from time to time as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.