Adjustment for Cash Dividends. If the Company shall, at any time or from time to time while any of the Notes are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its shares of Common Stock, Cash (excluding (x) any distributions described in Section 10.10 below or (y) any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the opening of business of the Ex-Dividend Date for such distribution by a fraction:
Adjustment for Cash Dividends. In case the Company shall pay a dividend in cash or make a distribution in cash, the Exercise Price per Share payable upon exercise of this Warrant shall be adjusted and reduced by the amount of such dividend payment. This section shall be effective as of the date this Warrant was first issued. .
Adjustment for Cash Dividends. If the Company pays any cash dividends or distributions paid exclusively in cash to all or substantially all holders of Common Stock (other than (i) distributions described in Section 10.10 below, (ii) dividends or distributions made in connection with the Company’s liquidation, dissolution or winding-up or (iii) upon a Disposition Event) during any of its quarterly fiscal periods in an aggregate amount that, together with other cash dividends and distributions made during such quarterly fiscal period, exceeds the product of $0.01 (the “reference dividend”), multiplied by the number of shares of Common Stock outstanding on the record date of such distribution, then the Conversion Rate will be increased based on the following formula: where, CR1 = the new Conversion Rate in effect immediately after the opening of business on the Ex-Date for such dividend or distribution; CR0 = the Conversion Rate in effect immediately prior to the opening of business on the Ex-Date for such dividend or distribution; SP0 = the average of the Closing Prices over the ten consecutive Trading Day period ending on the Trading Day immediately preceding the earlier of the record date or the day prior to the Ex-Date for such dividend or distribution; and C = the amount in cash per share the Company distributes to holders of Common Stock that exceeds the reference dividend; provided, however, that if C is equal to or greater than SP0, then, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive, on the date on which such cash dividend or distribution is distributed to holders of Common Stock and upon the same terms as such holders, for each $1,000 principal amount of Notes, the amount of cash to be paid as a dividend or distribution by the Company in respect of a number of shares of Common Stock equal to the Conversion Rate in effect on such Ex-Date. Any adjustment made under this Section 10.09 shall become effective immediately after the opening of business on the Ex-Date for such cash dividend or distribution. If the Company elects to make a distribution described in this Section 10.09 that has a per share of Common Stock value equal to more than 15% of the Closing Price of Common Stock on the day preceding the declaration date for such distribution, the Company will be required to give notice to Holders at least 35 Business Days prior to the Ex-Date for such distribution. If any such dividend or distribution descri...
Adjustment for Cash Dividends. If, after the date hereof, the Company distributes to all or substantially all holders of its Common Stock any dividends payable exclusively in cash, the Conversion Price shall be adjusted in accordance with the formula: R1 = R × SP-C SP where: R1 = the Conversion Price in effect immediately after the open of business on the Ex-Dividend Date for such distribution; R = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; SP = the average of the Closing Sale Prices of Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and C = the amount in cash per share the Company distributes to holders of Common Stock. The adjustment shall become effective immediately after the open of business on the Ex-Dividend Date with respect to the distribution.
Adjustment for Cash Dividends. If, after the Notes are issued, the Company makes any cash dividend or distribution to all, or substantially all, holders of its outstanding Common Stock, the Conversion Rate will be adjusted by the Company based on the following formula: CR1 = CR0 x XX0 (XX0 - C) where CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution; CR1 = the new Conversion Rate in effect immediately after the Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock for each Trading Day in the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and C = the amount in cash per share that the Company distributes to holders of its Common Stock. If any dividend or distribution described in this Section 5.9 is declared but not so paid or made, the new Conversion Rate shall be readjusted by the Company to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
Adjustment for Cash Dividends. If, after the Issue Date of the Securities, the Company makes any cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock, other than regular quarterly cash dividends (without regard to the actual quarterly period in which paid) that do not exceed the Reference Dividend, the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 x XX0 (XX0 - C) where CR0 = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution; CR1 = the new Conversion Rate in effect immediately after the Ex-Dividend Date for such distribution; SP0 = the average of the Closing Sale Prices of the Common Stock for each Trading Day in the ten-consecutive-Trading-Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
Adjustment for Cash Dividends. (a) If, after the Issue Date of the Securities, the Company distributes to all or substantially all holders of its Common Stock any cash (excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), the Conversion Rate shall be adjusted, subject to the provisions of Section 11.09(b) in accordance with the formula: M R' = R x ------- (M - C) where, R' = the adjusted Conversion Rate; R = the Conversion Rate in effect immediately prior to the Time of Determination; M = the average of the Closing Prices of the Common Stock for the five consecutive Trading Days prior to the Trading Day immediately preceding the Time of Determination; and C = the amount in cash per share the Company distributes to holders in excess of the Dividend Threshold Amount (and for which no adjustment has been made).
Adjustment for Cash Dividends. The amount of any cash dividend (whether a regular or special cash dividend) paid with respect to shares of Common Stock (a “Cash Dividend”) having a record date that is after the date hereof, on or prior to the Expiration Date, achievement of the Stock Price Hurdle and a Change in Control shall reduce (on a dollar-for-dollar basis) the Stock Price Hurdle. Following each Cash Dividend payment, a determination shall be made whether the Stock Price Hurdle has been achieved as a result thereof.
Adjustment for Cash Dividends. If the Company pays or makes any cash dividend or distribution to all or substantially all holders of the Common Stock, other than a regular, quarterly cash dividend that does not exceed $0.025 per share (the “Initial Dividend Threshold”), then the number of shares of Common Stock issuable upon exercise of each Warrant shall be increased by multiplying such number as of the time immediately prior to the close of business on the record date of such dividend or distribution by a fraction: (i) the numerator of which shall be (A) the Market Price per share of Common Stock as of the trading day that immediately precedes the Ex-Date for such dividend or distribution, minus (B) the Initial Dividend Threshold (provided that if the dividend or distribution in question is not a regular, quarterly cash dividend, the Initial Dividend Threshold shall be deemed to be zero), and (ii) the denominator of which shall be (x) the Market Price per share of Common Stock as of the trading day that immediately precedes the Ex-Date for such dividend or distribution, minus (y) the amount in cash per share the Company distributes to holders of the Common Stock. The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments with respect to the number of shares of Common Stock issuable upon exercise of each Warrant; provided that no adjustment will be made to the Initial Dividend Threshold for any adjustment to the number of shares of Common Stock issuable upon exercise of each Warrant pursuant to this Section 3.05. If the amount in cash per share the Company distributes to holders of the Common Stock is equal to or greater than the Market Price per share of Common Stock as of the trading day that immediately precedes the Ex-Date for such dividend or distribution, in lieu of the foregoing increase, each Holder shall receive, at the same time and upon the same terms as holders of shares of Common Stock, the amount of cash that such Holder would have received if such Holder had exercised its Warrant for all of the then-Applicable Number of Shares (which number shall include, without limitation, the number of shares of Common Stock issuable upon exercise of each such Warrant that have not yet vested as of the date immediately prior to the record date for such dividend or distribution but may vest at a later date) as of such date. An adjustment made pursuant to this Section 3.05 shall become effective immediately after the close of business on th...
Adjustment for Cash Dividends. If the Company pays any cash dividends or distributions paid exclusively in cash to all or substantially all holders of Common Stock (other than (i) distributions described in Section 10.10 below, (ii) dividends or distributions made in connection with the Company’s liquidation, dissolution or winding-up or (iii) upon a Disposition Event) during any of its quarterly fiscal periods in an aggregate amount that, together with other cash dividends and distributions made during such quarterly fiscal period, exceeds the product of $0.00 (the “reference dividend”), multiplied by the number of shares of Common Stock outstanding on the record date of such distribution, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 ´ XX0 XX0 – C where, CR1 = the new Conversion Rate in effect immediately after the opening of business on the Ex-Date for such dividend or distribution; CR0 = the Conversion Rate in effect immediately prior to the opening of business on the Ex-Date for such dividend or distribution; SP0 = the average of the Closing Prices over the ten consecutive Trading Day period ending on the Trading Day immediately preceding the earlier of the record date or the day prior to the Ex-Date for such dividend or distribution; and
