Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this Section 8(b) to reflect the actual payment of such dividend or distribution.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Adjustment for Common Stock Dividends and Distributions. If the Company If, at any time or from time to time after the Date original issue date of the Series B Preferred Stock (the "Original Issue issuesDate"), the Corporation makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common StockStock or Common Stock Equivalents, in each such event the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock or Common Stock Equivalents issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b4(e)(i) to reflect the actual payment of such dividend or distribution.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Wireless Facilities Inc), Preferred Stock Purchase Agreement (Wireless Facilities Inc)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 8(b3.1(a)(ii) to reflect the actual payment of such dividend or distribution.
Appears in 2 contracts
Samples: Warrant Agreement (KCS Energy Inc), Warrant Agreement (Id Systems Inc)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b5(b) to reflect the actual payment of such dividend or distribution.
Appears in 2 contracts
Samples: Convertible Note (Bulldog Technologies Inc), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this Section 8(b) 4f to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 8(b3.l(a)(ii) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue Issue, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b5(b) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Convertible Note Agreement (Counterpath Solutions, Inc.)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this Section 8(b9(b) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Bulldog Technologies Inc)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock common stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stockcommon stock, the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price by a fraction (i) the numerator of which is the total number of shares of Common Stock common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock common stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b5(b) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Southern Star Energy Inc.)
Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Issue Date of Original Issue issuesmakes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, then, in each such event, the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issued or issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, then the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b3.2(g)(v)(2) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Restructuring Agreement (Ener1 Inc)
Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, then in each such event the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, date and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b5(f) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Reference Date of Original Issue issuesmakes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Conversion Price for the Series F Stock that is then in effect shall will be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price then in effect by a fraction (i1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii2) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise applicable Conversion Price shall will be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall will be adjusted pursuant to this Section 8(b4(e) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Unit Purchase Agreement (Instant Video Technologies Inc)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Conversion Price by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Conversion Price shall be adjusted pursuant to this Section 8(b6(b) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Subordinated Convertible Note (Houston American Energy Corp)
Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesdeclares, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Conversion Price that is then in effect shall be decreased as of the time of such issuance event or, in the event if such record date is fixed, as of the close of business on such record date, by multiplying the Exercise applicable Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance event or the close of business on such record date, date and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance event or the close of business on such record date date, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise applicable Conversion Price shall be adjusted pursuant to this Section 8(b) 2.4.c to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend divided or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Price that is Conversion Prices then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise each Conversion Price then in effect by a fraction (i1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii2) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price Conversion Prices shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price Conversion Prices shall be adjusted pursuant to this Section 8(b5(f) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend divided or other distribution payable solely in additional shares of Common Stock, in each such event the Exercise Price that is Conversion Prices then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise each Conversion Price then in effect by a fraction (i1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii2) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price Conversion Prices shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price Conversion Prices shall be adjusted pursuant to this Section 8(b5(e) to reflect the actual payment of such dividend or distribution.
Appears in 1 contract
Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)