Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction: (i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06. (b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 3 contracts
Samples: Indenture (SAVVIS, Inc.), Indenture (Millennium Pharmaceuticals Inc), Indenture (Millennium Pharmaceuticals Inc)
Adjustment for Change in Capital Stock. If, after the Issue Date of the Warrant, the Company:
(a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends pays a dividend or make distributions on Common Stock makes a distribution payable exclusively in shares of Common Stock on all or substantially all shares of the Company's Common Stock, ;
(b) subdivides the outstanding shares of Common Stock into a greater number of shares; or
(c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate shall Exercise Price will be decreased (or increased so that with respect to an event in clause (c)) based on the same shall equal following formula: where, R' = the rate determined by multiplying the Conversion Rate Exercise Price in effect at immediately after the opening Open of business Business on the Ex-Date record date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator Open of which shall be Business on the sum effective date of such subdivision or combination, as the case may be; R = the Exercise Price in effect immediately prior to the Open of Business on the record date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be; OS'= the number of shares of Common Stock outstanding at immediately prior to the Close Open of Business on the Business Day immediately preceding the Ex-Date record date for such dividend or distribution, plus or immediately prior to the total number Open of shares Business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS = the number of shares of Common Stock outstanding at immediately after the Close Open of Business on the record date for such dividend or distribution, or immediately after the Open of Business Day on the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately preceding after the Open of Business on the record date for such Ex-Datedividend or distribution, or the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 10.06 2.1 is declared but not so paid or made, or the Conversion Rate outstanding shares of Common Stock are not split or combined, as the case may be, the Exercise Price shall again be adjusted immediately readjusted, effective as of the date the Company's board of directors or a duly appointed committee thereof (the “Board of Directors”) determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate which Exercise Price that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06declared or announced.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 3 contracts
Samples: Private Placement Agreement (Sunpower Corp), Security Agreement (Sunpower Corp), Security Agreement (Sunpower Corp)
Adjustment for Change in Capital Stock. (ai) If the Company shall, at any time and or from time to time time, while any of the Notes are this Warrant is outstanding, issue dividends a dividend or make distributions a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common StockStock (or Reference Property, then to the Conversion Rate shall be increased so that extent applicable) to all holders of its Common Stock (or Reference Property, to the same shall equal the rate determined by multiplying the Conversion Rate in effect extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution distribution:
(1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction:
: (iA) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the Close close of Business business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and
(ii2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day Exercise Price immediately preceding after such Ex-Dateadjustment. If any dividend or distribution of the type described in this Section 10.06 10(a)(i) is declared but not so paid or made, the Conversion Rate Exercise Price shall again be adjusted to the Conversion Rate Exercise Price which would then be in effect if such dividend or distribution had not been declared. In Except as set forth in the preceding sentence, in no event shall the Conversion Rate Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10.0610(a)(i).
(bii) If the Company shall, at any time or from time to time while any of the Notes are this Warrant is outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common StockStock (or Reference Property, to the extent applicable), then the Conversion Rate Exercise Price in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increaseddecreased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are this Warrant is outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common StockStock (or Reference Property, to the extent applicable), then the Conversion Rate Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreasedincreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective:
(1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and
(2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Elevation Partners, L.P.), Warrant Agreement (Palm Inc), Warrant Agreement (Elevation Partners, L.P.)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends a dividend or make distributions makes a distribution on its Common Stock payable in shares of its Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Rate by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or other distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding such Ex-Dividend Date. If any dividend or distribution of the type described in this Section 10.06 10.06(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In Except as set forth in the preceding sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.0610.06(a).
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination subdivision or reclassificationcombination. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 2 contracts
Samples: Indenture (Symantec Corp), Indenture (Symantec Corp)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends a dividend or make distributions a distribution on its Common Stock payable in shares of its Common Stock to all holders of its Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Rate by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or other distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding such Ex-Dividend Date. If any dividend or distribution of the type described in this Section 10.06 10.06(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In Except as set forth in the preceding sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.0610.06(a).
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination subdivision or reclassificationcombination. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 2 contracts
Samples: Indenture (Sun Microsystems, Inc.), Indenture (Sun Microsystems, Inc.)
Adjustment for Change in Capital Stock. If, after the Issue Date of the Notes, the Company:
(a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends pays a dividend or make distributions on Common Stock makes a distribution payable exclusively in shares of Common Stock on all or substantially all shares of the Common Stock, ;
(b) subdivides the outstanding shares of Common Stock into a greater number of shares; or
(c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate shall will be increased so that adjusted based on the same shall equal the rate determined by multiplying following formula: where, R’ = the Conversion Rate in effect at immediately after the opening Open of business Business on the Ex-Dividend Date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator Open of which shall be Business on the sum effective date of such subdivision or combination, as the case may be; R = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be; OS’ = the number of shares of Common Stock outstanding at immediately prior to the Close Open of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total number Open of shares Business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS = the number of shares of Common Stock outstanding at immediately after such dividend or distribution, or immediately after the Close effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Open of Business on the Business Day immediately preceding such Ex-DateDividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10.06 4.06 is declared but not so paid or made, or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06declared or announced.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Mgic Investment Corp), Supplemental Indenture (Mgic Investment Corp)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends a dividend or make distributions a distribution on its Common Stock payable in shares of its Common Stock to all or substantially all holders of its Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Rate by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or other distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding such Ex-Dividend Date. If any dividend or distribution of the type described in this Section 10.06 10.06(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In Except as set forth in the preceding sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.0610.06(a).
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination subdivision or reclassificationcombination. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Power One Inc), Indenture (Power One Inc)
Adjustment for Change in Capital Stock. 47
(a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends a dividend or make distributions a distribution on its Common Stock payable in shares of its Common Stock to all holders of its Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Rate by a fraction:: 47
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or other distribution; andand 48
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding such Ex-Dividend Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.48
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination subdivision or reclassificationcombination. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.. 48 Section 10.7 Adjustment for Rights Issue 48
Appears in 1 contract
Samples: Indenture (Sun Microsystems, Inc.)
Adjustment for Change in Capital Stock. If, after the Issue Date, the Company:
(ai) If the Company shall, at pays a dividend or makes a distribution on shares of any time and from time to time while any class or series of the Notes are outstanding, issue dividends or make distributions on its Common Stock payable in shares of its Common StockStock of the Company, then except to the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for extent any such dividend or distribution results in the grant, issuance, sale or making of Distribution Rights or a Distribution pursuant to Section 12(c);
(ii) subdivides or splits any of its outstanding shares of any class or series of Common Stock into a greater number of shares;
(iii) combines any of its outstanding shares of any class or series of Common Stock into a smaller number of shares; or
(iv) issues by reclassification of any class or series of its Common Stock any shares of any of its Capital Stock; then the Exercise Rate in effect immediately prior to such action for each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such action by a fraction:
fraction (iA) the numerator of which shall be the sum of the number of shares of all classes or series of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for after such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
action and (iiB) the denominator of which shall be the number of shares of all classes or series of Common Stock outstanding at immediately prior to such action or the Close record date applicable to such action, if any (regardless of Business on whether the Business Day Warrants then outstanding are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately preceding such Ex-Date. If any after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the type described in this Section 10.06 event that such dividend or distribution is declared but not so paid or mademade or such subdivision, combination or reclassification is not effected, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. In no event If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes or series of Capital Stock of the Company, the Exercise Rate shall thereafter be subject to adjustment upon the Conversion Rate be decreased pursuant occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Section 10.06.
(b) If 12 with respect to the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time terms comparable to time while any of the Notes are outstanding, combine or reclassify outstanding shares of those applicable to Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectivethis Section 12.
Appears in 1 contract
Samples: Warrant Agreement (Jostens Inc)
Adjustment for Change in Capital Stock. (a) If If, after the Company shalldate hereof, at any time and from time to time while any of the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fractionCompany:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while subdivides any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while shares;
(ii) combines any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares;
(iii) pays a dividend or makes a distribution on any of its Common Stock in shares of any of its Capital Stock (as defined below) (other than Common Stock or rights, warrants or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or
(iv) issues by reclassification of any of its Common Stock any shares of any of its Capital Stock, ; then the Conversion Exercise Rate in effect at the opening of business on the day upon which immediately prior to such combination or reclassification becomes effective action for each Warrant then outstanding shall be proportionately decreased. In each adjusted so that the holder of a Warrant thereafter exercised may receive the number of shares of Capital Stock of the Company which such case, holder would have owned immediately following such action if such holder had exercised the Conversion Rate Warrant immediately prior to such action or immediately prior to the record date applicable thereto and the Exercise Price in effect immediately prior to such action shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such Conversion Rate action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after before giving effect to such subdivision, combination or reclassification action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding immediately prior referred to in the foregoing clause (a)(iii) after giving effect to such action, if any (regardless of whether the War- rants then outstanding are then exercisable and without giving effect to the Cashless Exercise option). If there are no outstanding shares of Common Stock that are of the same class as the Shares at the time of any such action and such action has therefore been taken only in respect of the Shares, the adjustment shall relate to the Shares in their same form if it would not frustrate the intent and purposes of this Section 5.01. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. Such increase In the event that such dividend or reduction (solely in the case of any combination distribution is not so paid or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which made or such subdivision, combination or reclassification becomes effectiveis not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms comparable to those applicable to Common Stock in this Article V. Such adjustment shall be made successively whenever any event listed above shall occur.
Appears in 1 contract
Samples: Warrant Agreement (Transportation Technologies Industries Inc)
Adjustment for Change in Capital Stock. (a) If the Company shall, at Company
1. pays a dividend or makes a distribution on any time and from time to time while any class of the Notes are outstanding, issue dividends or make distributions on its Common Stock payable in shares of any class of its Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction:;
(i) the numerator of which shall be the sum of the number of 2. subdivides its outstanding shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares class of Common Stock into a greater number of shares;
3. combines its outstanding shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares class of Common Stock into a smaller number of shares; or
4. issues by reclassification of any class of its Com mon Stock any shares of Common Stock, its capital stock; then the Conversion Rate in effect at Exercise Price (subject to the opening provisions of business on subsection B of this Section 7) and the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the aggregate number and kind of shares of Common Stock outstanding immediately after giving capital stock of the Company purchasable upon exercise of this Warrant in effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such action shall be proportionately adjusted so that the holder of this Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which it would have owned immediately following such action (whether or not this Warrant was, at the time, exercisable in accordance with the provisions thereof for shares of the class of Common Stock affected) if such Warrant had been exercised immediately prior to such action, as reasonably determined by the Board of Directors of the Company in good faith. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment the holder of this Warrant upon exercise of such Warrant may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall reasonably determine in good faith the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section. Such increase or reduction adjustment shall be made successively whenever any event listed above shall occur. The Company agrees to give at least ten (solely 10) days prior written notice to the holder of this Warrant, in the case manner set forth in this Warrant, of the record date for (i) any combination action or reclassification of outstanding shares of transaction to be taken or entered into by the Company that would require any adjustment pursuant to this Section 7 or (ii) any dividend or distribution on the Common Stock into a smaller number of shares the Company; provided, however, that failure to give or receive such notice or any defect therein shall not affect the legality or validity of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination related action or reclassification becomes effectivetransaction.
Appears in 1 contract
Adjustment for Change in Capital Stock. Except as set forth in Section 8.14 of this Third Supplemental Indenture, if, after the Issue Date of the 2015 Notes, the Company:
(a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends pays a dividend or make distributions makes a distribution on its Common Stock payable in shares of its Common Stock;
(b) subdivides its outstanding shares of Common Stock into a greater number of shares;
(c) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock);
(d) combines its outstanding shares of Common Stock into a smaller number of shares; or
(e) issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Capital Stock), then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying conversion privilege and the Conversion Rate in effect at the opening of business on the Ex-Date for immediately prior to such dividend or distribution by a fraction:
(i) the numerator of which action shall be adjusted so that the sum Holder of a 2015 Note thereafter converted may receive the number of shares of Common Stock outstanding at or other units of Capital Stock of the Close Company which such Holder would have owned immediately following such action if such Holder had converted the 2015 Note immediately prior to such action. The adjustment shall become effective, in the case of Business on a dividend or distribution described in Section 8.6(a) or (c) above, immediately after the Business Day immediately preceding the Ex-Date for record date of such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 8.6 (a) or (c) above is declared but not so paid or made, the new Conversion Rate shall again be adjusted readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment or (y) the date the dividend or distribution was to have been paid or made, to the Conversion Rate which that would then be in effect if such dividend or distribution had not been declared. In no event The adjustment shall become effective, in the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any case of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and described in Section 8.6(b), (d) or (e) above, immediately after the denominator effective date in the case of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Third Supplemental Indenture (Continental Airlines Inc /De/)
Adjustment for Change in Capital Stock. (aA) If the Company shall, at any time and from time to time while any of the Notes are Series C Preferred Stock is outstanding, issue dividends a dividend or make distributions a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common StockStock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect Price at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Price by a fraction:
(i1) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and
(2) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the Close close of Business business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 SECTION 5(f)(i)(A) is declared but not so paid or made, the Conversion Rate Price shall again be adjusted to the Conversion Rate Price which would then be in effect if such dividend or distribution had not been declared. In Except as set forth in the preceding sentence, in no event shall the Conversion Rate Price be decreased increased pursuant to this Section 10.06SECTION 5(f)(i)(A).
(bB) If the Company shall, at any time or from time to time while any of the Notes are Series C Preferred Stock is outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common StockStock (or Reference Property, to the extent applicable), then the Conversion Rate Price in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increaseddecreased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are Series C Preferred Stock is outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common StockStock (or Reference Property, to the extent applicable), then the Conversion Rate Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreasedincreased. In each such case, the Conversion Rate Price shall be adjusted by multiplying such Conversion Rate Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect prior to such subdivision, subdivision or combination or reclassification and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior after giving effect to such subdivision, combination or reclassification. Such increase reduction or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)increase, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Securities Purchase Agreement (Elevation Partners, L.P.)
Adjustment for Change in Capital Stock. If, after the date hereof, the Company:
(a) If the Company shall, at any time and from time pays a dividend or makes another distribution to time while any all or substantially all holders of the Notes are outstanding, issue dividends or make distributions on Common Stock payable exclusively in shares of Common Stock, ;
(b) subdivides the outstanding shares of Common Stock into a greater number of shares; or
(c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate shall Price will be increased so that adjusted based on the same shall equal the rate determined by multiplying following formula: R1 = R × OS1 where: R1 = the Conversion Rate Price in effect at immediately after the opening open of business on the Ex-Dividend Date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator open of which shall be business on the sum effective date of such subdivision or combination, as the case may be; R = the Conversion Price in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock outstanding at immediately prior to the Close open of Business business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total number open of shares business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS = the number of shares of Common Stock outstanding at immediately after such dividend or distribution, or immediately after the Close effective date of Business such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Business Day immediately preceding such Ex-DateDividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10.06 13.5 is declared but not so paid or made, or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate Price shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate which Price that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. In no event shall If, after an adjustment, a Purchaser upon conversion of its Note may receive shares of two or more classes of Capital Stock of the Company, the Conversion Rate Price shall thereafter be decreased pursuant subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 10.06.
(b) If Article XIII with respect to the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time terms comparable to time while any of the Notes are outstanding, combine or reclassify outstanding shares of those applicable to Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectivethis Article XIII.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company:
(a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends pays a dividend or make distributions on Common Stock makes a distribution payable exclusively in shares of Common Stock on all or substantially all shares of the Company’s Common Stock, ;
(b) subdivides the outstanding shares of Common Stock into a greater number of shares; or
(c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Base Conversion Rate shall will be increased so that adjusted based on the same shall equal following formula: where, R' = the rate determined by multiplying the Base Conversion Rate in effect at immediately after the opening Open of business Business on the Ex-Dividend Date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator Open of which shall be Business on the sum effective date of such subdivision or combination, as the case may be; R = the Base Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be; OS' = the number of shares of Common Stock outstanding at immediately prior to the Close Open of Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total number Open of shares Business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS = the number of shares of Common Stock outstanding at immediately after such dividend or distribution, or immediately after the Close effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Open of Business on the Business Day immediately preceding such Ex-DateDividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, or the outstanding shares of Common Stock are not split or combined, as the case may be, the Base Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Base Conversion Rate which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06declared or announced.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Indenture (Titan International Inc)
Adjustment for Change in Capital Stock. If, after the date of this Warrant, the Company (a) If the Company shall, at any time and from time pays a dividend or makes another distribution to time while any all or substantially all holders of the Notes are outstanding, issue dividends or make distributions on Common Stock payable exclusively in shares of Common Stock, ; (b) subdivides the outstanding shares of Common Stock into a greater number of shares; or (c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate shall Exercise Price will be increased so that adjusted based on the same shall equal following formula: R1 = R X OS OS1 where: R1 = the rate determined by multiplying the Conversion Rate Exercise Price in effect at immediately after the opening open of business on the Ex-Dividend Date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator open of which shall be business on the sum effective date of such subdivision or combination, as the case may be; R = the Exercise Price in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such subdivision or combination, as the case may be; OS = the number of shares of Common Stock outstanding at immediately prior to the Close open of Business business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total number open of shares business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS1 = the number of shares of Common Stock outstanding at immediately after such dividend or distribution, or immediately after the Close effective date of Business such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Business Day immediately preceding such Ex-DateDividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10.06 3.2 is declared but not so paid or made, the Conversion Rate Exercise Price shall again be adjusted immediately readjusted, effective as of the date the Company’s board of directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate which Exercise Price that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06declared or announced.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Harvest Natural Resources, Inc.)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends (i) pays a dividend or make distributions makes a distribution on Common its Preferred Stock payable in shares of Common its Preferred Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify subdivides its outstanding shares of Common Preferred Stock into a greater number of shares of Common Stockshares, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify (iii) combines its outstanding shares of Common Preferred Stock into a smaller number of shares, (iv) makes a distribution on its Preferred Stock in shares of Common Stockits capital stock other than Preferred Stock or (v) issues by reclassification of its Preferred Stock any shares of its capital stock, then the Conversion Rate Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment, a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine, in good faith, the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Preferred Stock in this Section 8. Such increase adjustment shall be made successively whenever any event listed above shall occur. If the Company distributes to all holders of its Preferred Stock any of its assets (including cash), debt securities, preferred stock or reduction any rights or warrants to purchase debt securities, preferred stock, assets (solely in including cash) or other securities of the case Company, the assets, securities, rights, or warrants to which the holder of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may beWarrant would have been entitled immediately following such distribution if such Warrant had been exercised immediately prior to such distribution, shall become effective immediately after be placed in escrow prior to such distribution, in an account to be established with an Agent for the opening holders of business on Warrants. Such assets, securities, rights, or warrants are to be released to the day holder of such Warrant upon which exercise of such subdivisionWarrant pursuant to the terms of this Warrant. Such adjustment, combination or reclassification becomes effectivedeposit into escrow, shall be made successively whenever any event listed above shall occur.
Appears in 1 contract
Samples: Class B Warrant Agreement (Osullivan Industries Holdings Inc)
Adjustment for Change in Capital Stock. (a) If If,after the Company shall-------------------------------------- date hereof, at any time and from time to time while any of the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fractionCompany:
(i) the numerator of which shall be the sum of the number of pays a dividend or makes a distribution on shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of in shares of Common Stock constituting (other than any such dividend or distribution; andto the extent covered by Section 5.03);
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while subdivides any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while shares;
(iii) combines any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business shares;
(iv) pays a dividend or makes a distribution on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding in shares of Capital Stock (as defined below) (other than Common Stock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or
(v) issues by reclassification of any of its Common Stock or any shares of any of its Capital Stock;
01. The adjustment shall become effective immediately after giving effect to the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification and is not effected, the denominator of which Exercise Rate shall again be adjusted to be the number Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms comparable to those applicable to Common Stock in this Article V. Nothing in this Section 5.01(a) shall require any adjustment in the Exercise Rate upon (i) the issuance, conversion, exchange or exercise of options to acquire shares of Common Stock outstanding immediately prior to by, or the issuance of restricted stock or other similar equity-based payments to, officers, directors or employees of the Company; provided that the exercise price of such subdivision, combination options or reclassification. Such increase or reduction (solely in the case purchase price of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)such restricted stock, as the case may be, shall become effective immediately after at the opening time of business on issuance thereof, is at least equal to the day upon which then Current Market Value of the Common Stock underlying such subdivisionoptions or restricted stock or (ii) the reclassification of the Company's Common Stock into two or more series of common stock with different voting powers but otherwise representing the same economic interests; PROVIDED that such series of common stock will automatically convert into shares of Common Stock when the holder sells, combination exchanges or reclassification becomes effectiveotherwise transfers such shares to any person other than an affiliate of the holder.
Appears in 1 contract
Samples: Supplemental Warrant Agreement (Pathnet Telecommunications Inc)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of during the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then Exercise Period the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fractionCompany:
(i) the numerator of which shall be the sum of the number of pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; andStock;
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify ;
(iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or
(iv) issues, then the Conversion Rate in effect at the opening by reclassification of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such caseits shares of Common Stock, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator any shares of which shall be its capital stock; then:
(1) the number of shares of Common Stock outstanding acquirable upon exercise of this Warrant immediately after giving effect to the occurrence of any such subdivision, combination or reclassification and the denominator of which event shall be adjusted to equal the number of shares of Common Stock outstanding which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable; and
(2) the Exercise Price shall be adjusted to equal:
(A) the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by
(B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment. Any adjustment made pursuant to clause (i) of this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii), (iii) or (iv) of this Section 3(a) shall become effective immediately after the effective date of such subdivision, combination or reclassification. Such increase or reduction (solely in the case of adjustment shall be made successively whenever any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, event listed above shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectiveoccur.
Appears in 1 contract
Samples: Investment Agreement (Transmeridian Exploration Inc)
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends (i) pays a dividend or make distributions makes a distribution on Common its Preferred Stock payable in shares of Common its Preferred Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify subdivides its outstanding shares of Common Preferred Stock into a greater number of shares of Common Stockshares, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify (iii) combines its outstanding shares of Common Preferred Stock into a smaller number of shares, (iv) makes a distribution on its Preferred Stock in shares of Common Stockits capital stock other than Preferred Stock or (v) issues by reclassification of its Preferred Stock any shares of its capital stock, then the Conversion Rate Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. Such increase If, after an adjustment, a holder of a Warrant upon exercise of it may receive shares of two or reduction more classes of capital stock of the Company, the Company shall determine, in good faith, the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Preferred Stock in this Section 8. If the Company distributes to all holders of its Preferred Stock any of its assets (solely in including cash), debt securities, preferred stock or any rights or warrants to purchase debt securities, preferred stock, assets (including cash) or other securities of the case Company, the assets, securities, rights, or warrants to which the holder of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may beWarrant would have been entitled immediately following such distribution if such Warrant had been exercised immediately prior to such distribution, shall become effective immediately after be placed in escrow prior to such distribution, in an account to be established with the opening Warrant Agent. Such assets, securities, rights, or warrants are to be released to the holder of business on such Warrant upon exercise of such Warrant pursuant to the day upon which such subdivisionterms of this Warrant Agreement. Such adjustment, combination or reclassification becomes effectivedeposit into escrow, shall be made successively whenever any event listed above shall occur.
Appears in 1 contract
Samples: Warrant Agreement (Osullivan Industries Holdings Inc)
Adjustment for Change in Capital Stock. (ai) If the Company shall, at any time and from time to time while any shares of the Notes Series A Preferred Stock are outstanding, issue dividends a dividend or make distributions a distribution on its Class A Common Stock payable in shares of Class A Common Stock to all or substantially all holders of its Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price will be adjusted by multiplying each by a fraction: I the numerator of which shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect number of shares of Class A Common Stock outstanding at the opening close of business on the Ex-Date for such Business Day immediately preceding the applicable dividend or distribution by a fraction:
(i) date; and II the numerator denominator of which shall be the sum of the number of shares of Class A Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding the Ex-Date for such applicable dividend or distributiondistribution date, plus the total number of shares of Class A Common Stock constituting such dividend or other distribution; and.
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any shares of the Notes Series A Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Class A Common Stock into a greater number of shares of Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increaseddecreased, and conversely, if the Company shall, at any time or from time to time while any shares of the Notes Series A Preferred Stock are outstanding, combine or reclassify its outstanding shares of Class A Common Stock into in to a smaller number of shares of Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreasedincreased. In each such case, each of the Conversion Rate Share Exchange Price and the Cash Exchange Price shall be adjusted by multiplying each such Conversion Rate Share Exchange Price and Cash Exchange Price by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Class A Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Subscription Agreement (Coty Inc.)
Adjustment for Change in Capital Stock. (a) If If, after the Company shalldate hereof, at any time and from time to time while any of the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction-------------------------------------- Company:
(i) the numerator of which shall be the sum of the number of pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; andStock;
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify shares;
(iii) combines its outstanding shares of Common Stock into a smaller number of shares;
(iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common Stock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by this Section 3); or
(v) issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, ); then the Conversion Exercise Rate in effect at the opening of business on the day upon which immediately prior to such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate action shall be adjusted by multiplying such Conversion Rate by a fraction, that the numerator Holder of which shall be this Warrant thereafter exercised may receive the number of shares of Common Capital Stock outstanding of the Company which such Holder would have owned immediately following ch action if such Holder had exercised this Warrant immediately prior to such action or mediates prior to the record date applicable thereto, if any. The adjustment shall become effective immediately after giving effect to the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification and is not effected, the denominator of which exercise Rate shall again be adjusted to be the number Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment the Holder of this Warrant upon exercise of such Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise Rate hall thereafter be subject to adjustment upon the occurrence of an action taken with respect to ny such class of Capital Stock as is contemplated by this Section 3 with respect to the Common Stock, on terms comparable to those applicable to Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectivethis Section 3.
Appears in 1 contract
Adjustment for Change in Capital Stock. (ai) If the Company Parent shall, at any time and from time to time while any shares of the Notes Series A Preferred Stock are outstanding, issue dividends a dividend or make distributions a distribution on its Class A Common Stock payable in shares of Class A Common Stock to all or substantially all holders of its Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price will be adjusted by multiplying each by a fraction: I the numerator of which shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect number of shares of Class A Common Stock outstanding at the opening close of business on the Ex-Date for such Business Day immediately preceding the applicable dividend or distribution by a fraction:
(i) date; and II the numerator denominator of which shall be the sum of the number of shares of Class A Common Stock outstanding at the Close close of Business business on the Business Day immediately preceding the Ex-Date for such applicable dividend or distributiondistribution date, plus the total number of shares of Class A Common Stock constituting such dividend or other distribution; and.
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company Parent shall, at any time or from time to time while any shares of the Notes Series A Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Class A Common Stock into a greater number of shares of Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increaseddecreased, and conversely, if the Company Parent shall, at any time or from time to time while any shares of the Notes Series A Preferred Stock are outstanding, combine or reclassify its outstanding shares of Class A Common Stock into in to a smaller number of shares of Class A Common Stock, then each of the Conversion Rate Share Exchange Price and the Cash Exchange Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreasedincreased. In each such case, each of the Conversion Rate Share Exchange Price and the Cash Exchange Price shall be adjusted by multiplying each such Conversion Rate Share Exchange Price and Cash Exchange Price by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Class A Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock)reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Subscription Agreement (Coty Inc.)
Adjustment for Change in Capital Stock. If, after the Issue Date, -------------------------------------- the Company:
(ai) If the Company shall, at pays a dividend or makes a distribution on shares of any time and from time to time while any class or series of the Notes are outstanding, issue dividends or make distributions on its Common Stock payable in shares of its Common StockStock of the Company, then except to the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for extent any such dividend or distribution results in the grant, issuance, sale or making of Distribution Rights or a Distribution pursuant to Section 12(c);
(ii) subdivides or splits any of its outstanding shares of any class or series of Common Stock into a greater number of shares;
(iii) combines any of its outstanding shares of any class or series of Common Stock into a smaller number of shares; or
(iv) issues by reclassification of any class or series of its Common Stock any shares of any of its Capital Stock; then the Exercise Rate in effect immediately prior to such action for each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such action by a fraction:
fraction (iA) the numerator of which shall be the sum of the number of shares of all classes or series of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for after such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
action and (iiB) the denominator of which shall be the number of shares of all classes or series of Common Stock outstanding at immediately prior to such action or the Close record date applicable to such action, if any (regardless of Business on whether the Business Day Warrants then outstanding are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately preceding such Ex-Date. If any after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the type described in this Section 10.06 event that such dividend or distribution is declared but not so paid or mademade or such subdivision, combination or reclassification is not effected, the Conversion Exercise Rate shall again be adjusted to be the Conversion Exercise Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. In no event If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes or series of Capital Stock of the Company, the Exercise Rate shall thereafter be subject to adjustment upon the Conversion Rate be decreased pursuant occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Section 10.06.
(b) If 12 with respect to the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time terms comparable to time while any of the Notes are outstanding, combine or reclassify outstanding shares of those applicable to Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectivethis Section 12.
Appears in 1 contract
Samples: Warrant Agreement (Jostens Inc)
Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company:
(a) If the Company shall, at any time and from time pays a dividend or makes another distribution to time while any all or substantially all holders of the Notes are outstanding, issue dividends or make distributions on Common Stock payable exclusively in shares of Common Stock, ;
(b) subdivides the outstanding shares of Common Stock into a greater number of shares; or
(c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate shall will be increased so that adjusted based on the same shall equal the rate determined by multiplying following formula: where: R1 = the Conversion Rate in effect at immediately after the opening open of business on the Ex-Dividend Date for such dividend or distribution by a fraction:
(i) distribution, or immediately after the numerator open of which shall be business on the sum effective date of such subdivision or combination, as the case may be; R = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the effective date of such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock outstanding at immediately prior to the Close open of Business business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total number open of shares business on the effective date of Common Stock constituting such dividend subdivision or distributioncombination, as the case may be; and
(ii) the denominator of which shall be and OS = the number of shares of Common Stock outstanding at immediately after such dividend or distribution, or immediately after the Close effective date of Business such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Business Day immediately preceding such Ex-DateDividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10.06 9.06 is declared but not so paid or made, or the outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time after an adjustment a Holder upon conversion of its Security may receive shares of two or from time to time while any more classes of Capital Stock of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such caseCompany, the Conversion Rate shall thereafter be adjusted subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by multiplying such Conversion Rate by a fractionthis Article 9 with respect to the Common Stock, the numerator of which shall be the number of shares of on terms comparable to those applicable to Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effectivethis Article 9.
Appears in 1 contract
Samples: Indenture (Saks Inc)
Adjustment for Change in Capital Stock. If, after the date of this Agreement, the Company:
(a1) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends pays a dividend or make distributions makes a distribution on its Common Stock payable in shares of its capital stock (including Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction:);
(i2) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. If any dividend or distribution of the type described in this Section 10.06 is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.06.
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify shares;
(3) combines its outstanding shares of Common Stock into a smaller number of shares; or
(4) issues by reclassification of its Common Stock any shares of Common Stock, its capital stock or Other Securities (including without limitation any such reclassification in connection with a consolidation or merger in which the Company is the continuing entity); then the Conversion Rate Exercise Price in effect at the opening time of business on the day upon which record date of such combination or reclassification becomes effective shall be proportionately decreased. In each such casedividend, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fractiondistribution, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and must be adjusted so that the denominator of which Exercise Price shall be equal to the number of shares of Common Stock outstanding price determined by multiplying the Exercise Price in effect immediately prior to such subdivisionevent by a fraction, combination or reclassification. Such increase or reduction (solely in x) the case numerator of any combination or reclassification which is the total number of outstanding shares of Common Stock into a smaller of the Company immediately prior to such event and (y) the denominator of which is the total number of outstanding shares of Common StockStock of the Company immediately after such event and, as so adjusted or readjusted, the Exercise Price will remain in effect until a further adjustment or readjustment is required by this Section 6. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Section 6(a), the Warrant Shares shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of each Warrant immediately prior to such event by the Exercise Price in effect on the date thereof and dividing the product so obtained by the Exercise Price as adjusted. These adjustments referred to in the preceding paragraph will become effective on (x) in the case may beof a dividend or distribution, shall become effective immediately after the opening earlier of business on the day upon which such record date thereof or the distribution date thereof and (y) in the case of a subdivision, combination or reclassification becomes effectivereclassification, the earlier of the record date thereof or the effective date thereof.
Appears in 1 contract
Adjustment for Change in Capital Stock. (a) If the Company shall, at any time and from time to time while any of the Notes are outstanding, issue dividends or make distributions on Common Stock payable in shares of Common Stock, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Date for such dividend or distribution by a fraction:
(i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and
(ii) the denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. Such adjustment shall become effective immediately after the opening of business on the Ex-Date for such distribution. If any dividend or distribution of the type described in this Section 10.06 10.06(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 10.0610.06(a).
(b) If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective.
Appears in 1 contract
Samples: Indenture (SAVVIS, Inc.)
