Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 15 contracts
Samples: Rights Agreement (Navigant International Inc), Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 10 contracts
Samples: Rights Agreement (General Surgical Innovations Inc), Preferred Shares Rights Agreement (Retix), Preferred Shares Rights Agreement (Xylan Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 9 contracts
Samples: Rights Agreement (Optika Inc), Rights Agreement (InterDigital, Inc.), Rights Agreement (Uniphase Corp /Ca/)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 8 contracts
Samples: Rights Agreement (White Mountain Titanium Corp), Rights Agreement (Affordable Residential Communities Inc), Rights Agreement (Arbitron Inc)
Consolidation, Merger, etc. In case If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or or any other property, or any combination thereof, then in any such case Units each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) , equal to 1,000 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event If the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were was outstanding immediately prior to such event.
Appears in 7 contracts
Samples: Rights Agreement (United Surgical Partners International Inc), Rights Agreement (United Surgical Partners International Inc), Rights Agreement (Odyssey Healthcare Inc)
Consolidation, Merger, etc. In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Class A Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Class A Common Stock is converted changed or exchanged. In the event the Corporation corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding shares of Class A Common Stock, or (iii) combine the outstanding Class A Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Class A Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc), Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction (y) the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and (z) the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 6 contracts
Samples: Rights Agreement (Netlist Inc), Rights Agreement (Kintera Inc), Rights Agreement (Digimarc Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock common stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock common stock payable in shares of Common Stockcommon stock, (ii) subdivide outstanding shares of Common Stockcommon stock, or (iii) combine outstanding Common Stock common stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock common stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock common stock that were outstanding immediately prior to such event.
Appears in 6 contracts
Samples: Rights Agreement (Liberty Technologies Inc), Rights Agreement (Burlington Industries Inc /De/), Rights Agreement (Burlington Industries Inc /De/)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or cash, or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or cash, or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (ia) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (iib) subdivide the outstanding shares of Common Stock, or (iiic) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 5 contracts
Samples: Rights Agreement (Fluor Corp), Rights Agreement (Fox Corp), Rights Agreement (Barnes & Noble Education, Inc.)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, through a reverse stock split of otherwise, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 4 contracts
Samples: Rights Agreement (Realogy Corp), Rights Agreement (Wyndham Worldwide Corp), Rights Agreement (Wyndham Worldwide Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction (y) the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and (z) the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 4 contracts
Samples: Rights Agreement (Darden Restaurants Inc), Rights Agreement (Pinnacle Entertainment Inc.), Rights Agreement (Pinnacle Entertainment Inc.)
Consolidation, Merger, etc. In case the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A Preferred Stock shall at the same time be similarly converted or changed into or exchanged for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation shall at any time after the Rights Declaration Date effective date of this Certificate of Designations (ia) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, Stock or (ii) subdivide effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A Preferred Stock shall thereafter be adjusted by multiplying entitled to receive pursuant to the preceding sentence shall be the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 4 contracts
Samples: Stockholders Rights Agreement (Whitehall Jewellers Inc), Stockholders Rights Agreement (Floss Acquisitions Corp), Stockholders Rights Agreement (Peapod Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Non-Cumulative Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Non-Cumulative Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 4 contracts
Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Cumulative Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Cumulative Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Harsco Corp), Rights Agreement (Harsco Corp), Rights Agreement (Marsh Supermarkets Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Sentry Technology Corp), Securities Purchase Agreement (Sentry Technology Corp), Rights Agreement (Orion Capital Corp)
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (NBT Bancorp Inc), Rights Agreement (Peerless Systems Corp), Rights Agreement (Mine Safety Appliances Co)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A 1999 Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend distribution on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A 1999 Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan, Tax Benefits Preservation Plan, Tax Benefits Preservation Plan (Triumph Group Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A E Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A E Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Communications Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Fremont General Corp), Rights Agreement (Western Digital Corp), Rights Agreement (La Jolla Pharmaceutical Co)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units case, each share of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case case, the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Oge Energy Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are converted into, exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units each share of Series A Preferred Stock shall at the same time be similarly converted into, exchanged for or converted changed into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Issue Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the conversion, exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Aep Industries Inc), Rights Agreement (Sunshine Heart, Inc.), Rights Agreement (Aep Industries Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock shares or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stockshares, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each such share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A E Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A E Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 3 contracts
Samples: Rights Agreement (Swank, Inc.), Rights Agreement (Swank, Inc.), Rights Agreement (Cybercash Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into -------------------------- any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Optika Inc), Rights Agreement (Optika Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or stock, securities, cash cash, and/or any other property, then in any such case Units Shares of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit Share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units Shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, Stock (ii) subdivide the outstanding shares of Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Sequa Corp /De/), Rights Agreement (Atlas Air Worldwide Holdings Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted or changed into other stock or securities, cash and/or any other propertyproperty (or into the right to receive any of the foregoing), then in any such case Units each share of Series A C Preferred Stock shall at the same time be similarly exchanged for exchanged, converted or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) , equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted converted, changed or exchanged. In the event the Corporation shall shall, at any time after the Rights Declaration Initial Issuance Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, ) into a greater or (iii) combine outstanding lesser number of shares of Common Stock into a smaller number of shares(and an equivalent dividend is not declared on the Series C Preferred Stock or the Series C Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the immediately preceding sentence with respect to the conversion, exchange or conversion change of Units shares of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common StockStock (by reclassification or otherwise), or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Mmi Companies Inc), Rights Agreement (Mmi Companies Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock common stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock common stock payable in shares of Common Stockcommon stock, (ii) subdivide outstanding shares of Common Stockcommon stock, or (iii) combine outstanding Common Stock common stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock common stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock common stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Mothers Work Inc), Rights Agreement (Mothers Work Inc)
Consolidation, Merger, etc. In case the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchange for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation shall at any time after the Rights Declaration Date (i) effective date of this Resolution declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, (ii) subdivide outstanding into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share to which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A Preferred Stock would have been entitled to receive immediately prior to such event pursuant to the preceding sentence shall be adjusted by multiplying such aggregate per share amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Plexus Corp), Shareholder Rights Agreement (Plexus Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Be Aerospace Inc), Rights Agreement (Be Aerospace Inc)
Consolidation, Merger, etc. In case If the Corporation shall enter into any consolidation, merger, statutory share exchange, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, securities cash and/or or any other property, or any combination thereof then in any such case Units each share of Series A Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) , equal to 100 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), or any combination thereof as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event If the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were was outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Princeton National Bancorp Inc), Rights Agreement (Illini Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Winstar Communications Inc), Rights Agreement (Winstar Communications Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Class B Common Stock are exchanged for or converted changed into other stock or stock, securities, cash and/or or any other property, then in any such case Units the shares of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Class B Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Class B Common Stock payable in shares of Class B Common Stock, (ii) subdivide the outstanding shares of Class B Common Stock, or (iiiii) combine the outstanding Class B Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Class B Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Class B Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Eagle Materials Inc), Rights Agreement (Centex Construction Products Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or cash, or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or cash, or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (ia) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (iib) subdivide the outstanding shares of Common Stock, or (iiic) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Silverbow Resources, Inc.), Rights Agreement (Commercial Vehicle Group, Inc.)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Tax Benefits Preservation Plan (Forestar Group Inc.), Tax Benefits Preservation Plan (CF Industries Holdings, Inc.)
Consolidation, Merger, etc. In case the Corporation shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Ametek Aerospace Products Inc), Rights Agreement (Roberts Pharmaceutical Corp)
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (First Bell Bancorp Inc), Rights Agreement (Pacific Gas & Electric Co)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Wits Basin Precious Minerals Inc), Agreement (El Capitan Precious Metals Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into -------------------------- any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Electroglas Inc), Rights Agreement (Acuson Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Project Software & Development Inc), Rights Agreement (Project Software & Development Inc)
Consolidation, Merger, etc. In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, or otherwise changed, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Greenbrier Companies Inc), Rights Agreement (Willamette Industries Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (Network Computing Devices Inc), Rights Agreement (Network Computing Devices Inc)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A C Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A C Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 2 contracts
Samples: Rights Agreement (J C Penney Co Inc), Rights Agreement (J C Penney Co Inc)
Consolidation, Merger, etc. In case If the Corporation shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or or any other property, or any combination thereof, then in any such case Units each share of Series A Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) , equal to 1,000 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event If the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were was outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, through a reverse stock split or otherwise, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: 382 Rights Agreement (GlassBridge Enterprises, Inc.)
Consolidation, Merger, etc. In case the Corporation event that the Company shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A Preferred Stock shall at the same time be similarly converted or changed into or exchanged for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation Company shall at any time after the Rights Declaration Date effective date of this Certificate of Designations (ia) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, Stock or (ii) subdivide effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A Preferred Stock shall thereafter be adjusted by multiplying entitled to receive pursuant to the preceding sentence shall be the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Company Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Company Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Company Common Stock payable in shares of Company Common Stock, (ii) subdivide outstanding shares of Company Common Stock, or (iii) combine outstanding Company Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Company Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Company Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A E Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A E Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Universal Technical Institute Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, through a reverse stock split or otherwise, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: 382 Rights Agreement (Solutia Inc)
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units of the Series A Preferred Stock Shares shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 2,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately immediately, after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately immediately, prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Sei Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or cash, or any other property, then in any such case Units the shares of Series A D Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or cash, or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchangedexchanged . In the event the Corporation shall at any time after the Rights Dividend Declaration Date (ia) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (iib) subdivide the outstanding shares of Common Stock, or (iiic) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A D Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or cash, or any other property, then in any such case Units the shares of Series A A-1 Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or cash, or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (ia) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (iib) subdivide the outstanding shares of Common Stock, or (iiic) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A A-1 Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the then outstanding shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event both this Section 3.5.6 and Section 3.5.2 appear to apply to a transaction, this Section 3.5.6 will control.
Appears in 1 contract
Samples: Rights Agreement (N2h2 Inc)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A C Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Acacia Research Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A J Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A J Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
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Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Preferred B Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred B Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Med Waste Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A C Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction (y) the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and (z) the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall --------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units of the Series A Junior Preferred Stock Shares shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units change of Series A Junior Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation Company shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, Stock (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A B Preferred Stock shall at the same time be similarly converted or changed into or exchanged for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation shall at any time after the Rights Declaration Date effective date hereof (ia) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock or (b) effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, (ii) subdivide outstanding into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A B Preferred Stock shall thereafter be adjusted by multiplying entitled to receive pursuant to the preceding sentence shall be the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or cash, other property or any other propertycombination thereof, then in any such case Units each outstanding share of Series A Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) forth in the next succeeding sentence, equal to 100 times the aggregate amount of stock, securities, cash and/or any and other property (payable in kind), as the case may be, into which or for which each outstanding share of Common Stock is converted exchanged or exchangedinto which each outstanding share of Common Stock is changed. In the event that the Corporation shall at any time after the Rights Declaration Date September 17, 2001, (i1) declare any a dividend on outstanding shares of the Common Stock that is payable in shares of Common Stock, (ii2) subdivide outstanding reclassify the Common Stock or (3) otherwise effect a split-up, division or combination of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in per share for which Series A Preferred Stock would be exchanged, or into the amount which Series A Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount multiple (initially 100) set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount multiple by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or stock, securities, cash and/or or any other property, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Input Output Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction (y) the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and (z) the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Section 382 Rights Agreement (Mindspeed Technologies, Inc)
Consolidation, Merger, etc. In case the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A Preferred Stock shall at the same time be similarly converted or changed into or exchanged for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation shall at any time after the Rights Declaration Date effective date of this Articles of Amendment (ia) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, Stock or (ii) subdivide effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A Preferred Stock shall thereafter be adjusted by multiplying entitled to receive pursuant to the preceding sentence shall be the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Shareholders Rights Agreement (Midamerican Energy Holdings Co)
Consolidation, Merger, etc. In case the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are converted or changed into or exchanged for or converted into other stock or capital stock, securities, cash and/or any or other property, then or any combination thereof, then, in any each such case Units case, each share of the Series A B Preferred Stock shall at the same time be similarly converted or changed into or exchanged for or converted into an amount per Unit (aggregate amount, subject to the provision for adjustment as hereinafter set forth) provided in this Section 7, equal to 100 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. In the event that the Corporation shall at any time after the Rights Declaration Date effective date of this Certificate of Designations (ia) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, Stock or (ii) subdivide effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesthen, then in each such case case, the aggregate amount set forth in per share which the immediately preceding sentence with respect to holders of shares of the exchange or conversion of Units of Series A B Preferred Stock shall thereafter be adjusted by multiplying entitled to receive pursuant to the preceding sentence shall be the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination statutory share exchange or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Weight Watchers International Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (A & B II, Inc.)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Class B Preferred Stock, Series A Preferred Stock E shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common StockStock (by reclassification or otherwise), or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Class B Preferred Stock, Series A Preferred Stock E shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Kerr Group Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of the Sixth Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 2,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in to which holders of shares of the Sixth Series were entitled immediately before such event pursuant to the preceding sentence with respect to the exchange or conversion change of Units shares of the Sixth Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to before such event.
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A C Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Organic Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A C Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A C Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Airgas Inc)
Consolidation, Merger, etc. In case the Corporation corporation shall enter into any consolidation, merger, combination statutory share exchange, or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In If the event the Corporation corporation shall at any time after the Rights Declaration Date (i) date hereof declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock, Stock (by reclassification or (iiiotherwise) combine outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Avado Brands Inc)
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Airgas Inc)
Consolidation, Merger, etc. In case If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or cash, other property or any other propertycombination thereof, then in any such case Units each outstanding share of Series A I Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) forth in the next succeeding sentence, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any and other property (payable in kind), as the case may be, into which or for which each outstanding share of Common Stock is converted exchanged or exchangedinto which each outstanding share of Common Stock is changed. In the event that the Corporation shall at any time after the Rights Declaration Date April 10, 2001, (i1) declare any a dividend on outstanding shares of the Common Stock that is payable in shares of Common Stock, (ii2) subdivide outstanding reclassify the Common Stock or (3) otherwise effect a split-up, division or combination of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in per share for which Series I Preferred Stock would be exchanged, or into the amount which Series I Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Ilex Oncology Inc)
Consolidation, Merger, etc. In case the Corporation shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Original Issuance Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide split the outstanding Common Stock into a larger number of shares of Common Stock, or (iii) combine subdivide the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Gateway 2000 Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted or changed into other stock or securities, cash and/or any other propertyproperty (or into the right to receive any of the foregoing), then in any such case Units each share of Series A Preferred Stock shall at the same time be similarly exchanged for exchanged, converted or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) , equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted converted, changed or exchanged. In the event the Corporation shall shall, at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on outstanding shares of the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, ) into a greater or (iii) combine outstanding lesser number of shares of Common Stock into a smaller number of shares(and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the immediately preceding sentence with respect to the conversion, exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Sco Group Inc)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or stock, securities, cash cash, and/or any other property, then in any such case Units Shares of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit Share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units Shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Genvec Inc)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Serial Preferred Stock A shall at the same time be similarly exchanged for or converted into in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units shares of Series A Junior Serial Preferred Stock A shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Allete Inc)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A C Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A C Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8.
Appears in 1 contract
Samples: Rights Agreement
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same mine time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at a t any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, Stock (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Gleason Corp /De/)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Company Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Company Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Company Common Stock payable in shares of Company Common Stock, (ii) subdivide outstanding shares of Company Common Stock, or (iii) combine outstanding Company Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Company Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Company Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or stock, securities, cash cash, and/or any other property, then in any such case Units Shares of Series A C Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit Share (subject to the provision for adjustment hereinafter set forth) equal to 5,000 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units Shares of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Office Depot Inc)
Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash cash, and/or any other property, then in any such case Units the shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation Company shall at any time after the Rights Declaration Date Date: (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event event, and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Cpi Corp)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units case, the shares of Junior Participating Preferred Stock, Series A Preferred Stock D shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (ia) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (iib) subdivide or split the outstanding shares of Common Stock, or (iiic) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Junior Participating Preferred Stock, Series A Preferred Stock D shall be adjusted by multiplying such amount by a fraction fraction; the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date October 20, 1999 (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or stock, securities, cash cash, and/or any other property, then in any such case Units Shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit Share (subject to the provision for adjustment hereinafter set forth) equal to one thousand (1,000) times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units Shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Stockholders Rights Agreement (Marketaxess Holdings Inc)
Consolidation, Merger, etc. In case the Corporation shall --------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash and/or any other property, then in any such case Units the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Cost Plus Inc/Ca/)
Consolidation, Merger, etc. In case If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of common stock Common Stock are 5229747.2 exchanged for or converted changed into other stock or securities, cash and/or cash, other property or any other propertycombination thereof, then in any such case Units each outstanding share of Series A B Preferred Stock shall at the same time be similarly exchanged for or converted changed into an amount per Unit (share, subject to the provision for adjustment hereinafter set forth) forth in the next succeeding sentence, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any and other property (payable in kind), as the case may be, into which or for which each outstanding share of Common Stock is converted exchanged or exchangedinto which each outstanding share of Common Stock is changed. In the event that the Corporation shall at any time after the Rights Declaration Date May 5, 1999, (i1) declare any a dividend on outstanding shares of the Common Stock that is payable in shares of Common Stock, (ii2) subdivide outstanding reclassify the Common Stock or (3) otherwise effect a split-up, division or combination of shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in per share for which Series B Preferred Stock would be exchanged, or into the amount which Series B Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or conversion of Units of Series A Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Consolidation, Merger, etc. In case the Corporation Trust shall enter into any consolidation, merger, combination or other transaction in which the shares of common stock Common Shares are exchanged for or converted changed into other stock or shares, stock, securities, cash and/or any other property, then in any such case Units of each Series A Preferred Stock Share shall at the same time be similarly exchanged for or converted changed into an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of shares, stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock Share is converted exchanged or exchangedchanged. In the event the Corporation Trust shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Shares payable in Common Shares or effect a subdivision or combination or consolidation of the outstanding shares Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of sharesShares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units change of Series A Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which shall be is the number of shares of Common Stock that are Shares outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Whitestone REIT)
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted into other stock or stock, securities, cash cash, and/or any other property, then in any such case Units Shares of Series A Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit Share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units Shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
Samples: Rights Agreement (Ctpartners Executive Search Inc.)
Consolidation, Merger, etc. In case the Corporation shall -------------------------------------- enter into any consolidation, merger, combination combination, or other transaction in which the shares of common stock Common Stock are exchanged for or converted changed into other stock or securities, cash cash, and/or any other property, then in any such case Units the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or converted into changed in an amount per Unit share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash cash, and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion change of Units shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be is the number of shares of Common Stock that were outstanding immediately prior to such event.
Appears in 1 contract
