Conversion Rate Adjustment Sample Clauses

Conversion Rate Adjustment. If the Company shall, at any time or from time to time, (A) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (B) subdivide the outstanding Common Stock into a larger number of Shares, (C) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in each such case, the Conversion Rate in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Holder of this Note upon conversion after such date shall be entitled to receive the aggregate number and kind of shares of capital stock which, if this Note had been converted immediately prior to such date (without regard to the Ownership Cap), such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend on the Common Stock payable in shares of its capital stock (including Common Stock) is declared and such dividend is not paid, the Conversion Rate shall again be adjusted to be the Conversion Rate, in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Section 4(d) from and after such record date).
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Conversion Rate Adjustment. If the Corporation shall at any time or from time to time effect a subdivision of the outstanding Common Stock, the Conversion Rate shall simultaneously be proportionally adjusted so that the ratio of the outstanding shares of Common Stock to the number of shares of Common Stock issuable upon the conversion of each of the outstanding shares of Class B Capital Stock is identical immediately after the subdivision of the Common Stock to such ratio prior to the subdivision of the Common Stock. If the Corporation shall at any time or from time to time combine the outstanding shares of Common Stock, the Conversion Rate shall simultaneously be proportionally adjusted so that the ratio of the outstanding shares of Common Stock to the number of shares of Common Stock issuable upon the conversion of each of the outstanding shares of Class B Capital Stock is identical immediately after the combination of the Common Stock to such ratio prior to the combination of the Common Stock.
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Conversion Rate Adjustment. (a) In case the Issuer shall pay or make a dividend or other distribution on any class of capital stock of the Issuer payable in shares of Underlying Stock, the Exercise Price with respect to such Underlying Stock in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which the numerator shall be the Number of Shares of Underlying Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such Number of Shares of Underlying Stock and the total number of shares constituting such dividend or other distribution of Underlying Stock, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (For the purposes of determining adjustments to the Exercise Price as set forth herein, shares of Underlying Stock held in the treasury of the Issuer, and any dividends or distributions in respect thereof, shall be disregarded.)
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Conversion Rate Adjustment. In the event that the Corporation -------------------------- issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than shares or options issued or which may be issued to employees, directors or consultants pursuant to the Corporation's stock option or stock purchase plans or shares issued upon exercise of options, warrants or rights outstanding on March 31, 1998) at an effective purchase price of less than $3.00 per share (a "Reduced Purchase Price"), then upon each such case of a sale or issuance at a Reduced Purchase Price (a "Reduced Purchase Price Sale") the Corporation shall give the record holders of the Series C Preferred Stock written notice (a "Notice") of the sale amount of such sale or issuance (the "Sale Amount") and the Reduced Purchase Price for such sale or issuance. Within 5 business days of the date the holder received the applicable Notice the holders of Series C Preferred Stock shall be entitled, but not required, to convert an aggregate number of shares of Series C Preferred Stock which on the date of the Notice have an aggregate Liquidation Preference equal to the Sale Amount (the "Number of Reduced Price Shares"), and each such holder shall be entitled, but not required, to convert a fraction of the Number of Reduced Price Shares, the numerator of such fraction which is the amount of Series C Preferred Stock then held by such holder and the denominator of such fraction which is the total amount of Series C Preferred Stock then outstanding. The Conversion Rate for such conversion shall be equal to the Reduced Purchase Price. In the event that a holder of Series C Preferred Stock fails to convert all or part of that portion of the Series C Preferred Stock which such holder is entitled to convert at the Reduced Purchase Price and within the time period alloted in this Section 6(h), then such holder shall be entitled to convert the remaining portion of Series C Preferred Stock held (including that portion which the holder failed to convert at the Reduced Purchase Price) at the original Conversion Rate set forth in Section 4 above. Notwithstanding the prior sentence, any portion of Series C Preferred Stock that a holder of Series C Preferred Stock fails to convert at the Reduced Purchase Price wit...
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Conversion Rate Adjustment. From and after the determination of the Measured Price, the Conversion Rate shall be adjusted to be equal to $1,000 divided by the Measured Price, subject to adjustment as set forth herein.
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Conversion Rate Adjustment. Standard adjustments to Conversion Rate and Conversion Price for dilutive events, as described in the Preliminary Prospectus Supplement.
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Conversion Rate Adjustment. Realogy agrees that, before taking any action which would cause an adjustment under the indenture governing the Convertible Notes increasing the rate at which the Convertible Notes are convertible into shares of Class A Common Stock (the “Conversion Rate”) to an amount that would cause the related price of such Conversion to be reduced below the then par value, if any, of the shares of Class A Common Stock, Realogy shall notify Holdings and Holdings shall take all corporate action necessary to validly and legally issue shares of such Class A Common Stock at such adjusted Conversion Rate.
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Related to Conversion Rate Adjustment

  • Conversion Rate The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Interest Rate Adjustment The interest rate payable on the Notes shall be subject to adjustments from time to time if either Xxxxx’x Investors Service, Inc., or any successor thereto (“Moody’s”) or Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx, Inc., or any successor thereto (“S&P”) downgrades (or subsequently upgrades) the debt rating assigned to the Notes, as set forth below. If the rating from Moody’s of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the date of their issuance (the “Original Interest Rate”) by the percentage set forth opposite that rating: Rating Percentage Ba1 0.25 % Ba2 0.50 % Ba3 0.75 % B1 or below 1.00 % If the rating from S&P of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the Original Interest Rate by the percentage set forth opposite that rating: Rating Percentage BB+ 0.25 % BB 0.50 % BB- 0.75 % B+ or below 1.00 % Notwithstanding the foregoing, if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the Original Interest Rate plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes to Baa3 or higher and S&P increases its rating to BBB- or higher the interest rate on the Notes shall be decreased to the Original Interest Rate. Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the Notes be reduced to below the Original Interest Rate or (2) the total increase in the interest rate on the Notes exceed 2.00% above the Original Interest Rate. If either Moody’s or S&P ceases to provide a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the Original Interest Rate. Any interest rate increase or decrease described above shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. The interest rate on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both rating agencies) and, if applicable, shall be decreased to the Original Interest Rate, if the Notes become rated Baa2 and BBB or higher by Moody’s and S&P, respectively (or one of these ratings if only rated by one rating agency), with a stable or positive outlook by each of the rating agencies.

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Interest Rate Adjustments With respect to each ARM Mortgage Loan, all Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local law has been properly paid and credited.

  • Conversion Price The conversion price in effect on any Conversion Date shall be equal to $0.03, subject to adjustment herein (the “Conversion Price”).

  • Conversion Ratio The “Conversion Ratio” for each share of Series A Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

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