Common use of Consolidation, Merger, etc Clause in Contracts

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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 20 contracts

Samples: Tax Benefits Preservation Agreement (Unwired Planet, Inc.), Shareholder Rights Agreement (Harvard Apparatus Regenerative Technology, Inc.), Shareholder Rights Agreement (Harvard Apparatus Regenerative Technology, Inc.)

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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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 16 contracts

Samples: Rights Agreement (Endocare Inc), Rights Agreement (Globecomm Systems Inc), Rights Agreement (Endocare 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 converted into, exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly converted into, exchanged for or changed in into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed converted, exchanged or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stockconverted. In the event the Corporation Company shall at any time after the Rights Declaration Issue Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 13 contracts

Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing 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 the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is converted, changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall shall, at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock (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 preceding sentence with respect to the conversion, exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 8 contracts

Samples: Rights Agreement (Crossroads Systems Inc), Rights Agreement (QRS Corp), Rights 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 are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 7 contracts

Samples: Shareholder Rights Agreement (Anika Therapeutics Inc), Renewal Rights Agreement (Independent Bank Corp), Shareholder Rights Agreement (Courier 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on shares of common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 7 contracts

Samples: Shareholder Rights Agreement (Summit Properties Inc), Shareholder Rights Agreement (Summit Properties Inc), Shareholder Rights Agreement (Interstate Hotels Corp)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 6 contracts

Samples: Shareholder Rights Agreement (Albany Molecular Research Inc), Shareholder Rights Agreement (Mac-Gray Corp), Shareholder Rights Agreement (Circor International Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 5 contracts

Samples: Stockholder Rights Agreement (Magenta Therapeutics, Inc.), Stockholder Rights Agreement (Sensei Biotherapeutics, Inc.), Stockholder Rights Agreement (Biofrontera 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 5 contracts

Samples: Shareholder Rights Agreement (Mercury Computer Systems Inc), Shareholder Rights Agreement (Wyman Gordon Co), Shareholder Rights Agreement (Burnham Pacific Properties 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged for or changed into such other stock or securities, cash and/or any other property in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 5 contracts

Samples: Rights Agreement (Ciber Inc), Rights Agreement (Interstate Bakeries Corp/De/), Rights Agreement (Interstate Bakeries 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 Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 100 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 Common Share is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Shares payable in shares of common stockCommon Shares, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Shares (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Shares) into a greater or lesser number of shares of common stockCommon Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Shares outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Shares that were outstanding immediately prior to such event.

Appears in 4 contracts

Samples: Rights Agreement (Integra Bank Corp), Rights Agreement (National Penn Bancshares Inc), Rights Agreement (National Penn Bancshares Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, share exchange or other transaction in which the shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 4 contracts

Samples: Rights Agreement (Cree Inc), Rights Agreement (Quintiles Transnational Corp), Rights Agreement (Quintiles Transnational 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock shares of Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 4 contracts

Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Sohu Com Inc), Shareholder Rights Agreement (Tweeter Home Entertainment 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A E Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A E Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A E Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 3 contracts

Samples: Shareholder Rights Agreement (Dov Pharmaceutical Inc), Shareholder Rights Agreement (Cognex Corp), Shareholder Rights Agreement (Boston 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 3 contracts

Samples: Rights Agreement (American Science & Engineering Inc), Shareholder Rights Agreement (American Science & Engineering Inc), Shareholder Rights Agreement (American Science & Engineering 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) First Issuance declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 3 contracts

Samples: Rights Agreement (Advantica Restaurant Group Inc), Rights Agreement (Promotions Com Inc), Rights Agreement (Footstar 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Zoll Medical Corp), Shareholder Rights Agreement (Bradlees Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A A-1 Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A A-1 Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A A-1 Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc), Benefits Preservation Rights Agreement (Impac Mortgage Holdings 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 Class A Common Stock and/or Class B Common Stock are exchanged for for, or changed into into, other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock and each share of Series B Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (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 Class A Common Stock and/or Class B Common Stock respectively, is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock and Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Rights Agreement (Zebra Technologies Corp/De), Rights Agreement (Zebra Technologies 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 are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A D Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A D Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A D Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Apricus Biosciences, Inc.), Shareholder Rights Agreement (Ezenia 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Rights Agreement (Triangle Pharmaceuticals Inc), Rights Agreement (Triangle Pharmaceuticals 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than reclassification, by payment of a dividend in shares of common stockstock or otherwise) into a greater or lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Stockholders’ Rights Agreement (Great Elm Group, Inc.), Stockholders’ Rights Agreement (Great Elm Capital 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Anika Therapeutics Inc), Shareholder Rights Agreement (Anika Therapeutics Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (WisdomTree, Inc.), Stockholder Rights Agreement (WisdomTree Investments, 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 A Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 100 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 Class A Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Class A Common Stock payable in shares of common stockClass A Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockClass A Common Stock) into a greater or lesser number of shares of common stockClass A Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Class A Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Rights Agreement (Video Update Inc), Rights Agreement (Video Update 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any a dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect subdivide the outstanding shares of Common Stock, (iii) combine the outstanding shares of Common Stock into a subdivision smaller number of shares or combination or consolidation (iv) issue any of its shares of capital stock in a reclassification of the outstanding shares of common stock Common Stock (by including any such reclassification in connection with a consolidation or otherwise than by payment of a dividend merger in shares of common stock) into a greater which the Corporation is the continuing or lesser number of shares of common stocksurviving entity), then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Rights Agreement (Uromed Corp), Rights Agreement (Xionics Document Technologies 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Z Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Z Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Z Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Cypress Communications Inc), Shareholder Rights Agreement (Cypress Communications Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Tax Benefits Preservation Rights Agreement (Sed International Holdings Inc), Tax Benefits Preservation Rights Agreement (Capital Trust 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A X Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A X Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A X Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Wyndham International Inc), Shareholder Rights Agreement (Patriot American Hospitality Inc/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 are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Mac-Gray Corp), Shareholder Rights Agreement (Mac-Gray 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock shares of Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.Common

Appears in 1 contract

Samples: Shareholder Rights Agreement (Tweeter Home Entertainment Group Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Rapid Micro Biosystems, Inc.)

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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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.. 50

Appears in 1 contract

Samples: Shareholder Rights Agreement (Massbank Corp)

Consolidation, Merger, etc. In case the Corporation Company shall enter into any consolidation, amalgamation, merger, combination or other transaction in which the shares of common stock Common Shares are exchanged for or changed into other stock shares or securities, cash and/or any other property, then in any such case the shares of each Series A C Preferred Stock Share shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 1,000 times 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 share of common stock Common Share is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Shares payable in shares of common stockCommon Shares, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Shares (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Shares) into a greater or lesser number of shares of common stockCommon Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Shares outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Shares that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Energy XXI LTD)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 1,000,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date August 7, 2019 (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Section 382 Rights Agreement (GTT 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 Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Core 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A C Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A C Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Genzyme Transgenics Corp)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A ZZ Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A ZZ Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A ZZ Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Cell Therapeutics Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any share exchange, consolidation, merger, combination or other transaction in which the shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Aastrom Biosciences 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A X Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on shares of common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Boston Properties Inc)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A B Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Courier Corp)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date December 18, 2019 (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Internap Corp)

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination combination, statutory share exchange or other transaction in which the shares of common stock Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A C Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 100 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Damark 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 are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A E Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A E Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on shares of common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A E Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Bay Apartment Communities 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 stockCommon Stock) into a greater or lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Stockholder Rights Agreement (First Real Estate Investment Trust of New Jersey)

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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Circor 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 Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 100 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 Common Shares is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Shares payable in shares of common stockCommon Shares, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Shares (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Shares) into a greater or lesser number of shares of common stockCommon Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Shares outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Shares that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Collaborative Clinical Research 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 200 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Dames & Moore Inc /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 are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 100 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Medford Bancorp 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 the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed in into an amount per share (share, subject to the provision for adjustment hereinafter set forth) , equal to 10,000 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 Common Stock is converted, changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall shall, at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock (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 preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Portal Software 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 changed into other stock or securities, cash and/or any other property, then in any such case the shares each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed in into an amount per share (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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any a dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect subdivide the outstanding shares of Common Stock, (iii) combine the outstanding shares of Common Stock into a subdivision smaller number of shares or combination or consolidation (iv) issue any of its shares of capital stock in a reclassification of the outstanding shares of common stock Common Stock (by including any such reclassification in connection with a consolidation or otherwise than by payment of a dividend merger in shares of common stock) into a greater which the Corporation is the continuing or lesser number of shares of common stocksurviving entity), then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (General Scanning Inc \Ma\)

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 changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) 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 lesser number of shares of common stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which 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 were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Zoll Medical Corporation)

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 changed into other stock or stock, securities, cash and/or or any other property, then in any such case the shares of Series A C Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 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 Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then when in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Eastgroup Properties Inc)

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