Common use of Adjustment for Certain Dividends and Distributions Clause in Contracts

Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, a dividend or other distribution payable in Additional Shares of Common Stock, then and in each such event the Series B Conversion Price shall be decreased as of the time of such issuance, by multiplying the Series B Conversion Price by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 5 contracts

Samples: Standby Agreement (Tannebaum Theodore), Standby Agreement (Dees Craig PHD), Standby Agreement (Scott Timothy PHD)

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Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall make or issue, issue a dividend or other distribution payable in Additional Shares of Common Stock, then and in each such event the Series B Conversion Price shall be decreased as of the time of such issuance, by multiplying the Series B such Conversion Price by a fraction: (1) , the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and (2) issuance and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares such Additional Shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 2 contracts

Samples: Note Purchase Agreement (Quokka Sports Inc), Note Purchase Agreement (Quokka Sports Inc)

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Adjustment for Certain Dividends and Distributions. In the event the Corporation Company at any time or from time to time after the Original Issue Date shall make or issue, issue a dividend or other distribution payable in Additional Shares of Common Stock, then and in each such event the Series B Conversion Price shall be decreased as of the time of such issuance, by multiplying the Series B such Conversion Price by a fraction: (1) , the numerator of which shall be the total number of shares of Common Stock issued and outstanding outstanding, on a fully diluted basis, immediately prior to the time of such issuance, and (2) issuance and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares such Additional Shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Convertible Junior Subordinated Promissory Note (Gartner Group Inc)

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