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

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, that are 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 Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C Preferred Conversion Price, as applicable, 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 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 Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, shall be adjusted pursuant to this Section 4(f) to reflect the actual payment of such dividend or distribution.

Appears in 4 contracts

Samples: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)

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Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Original Issue A-2 Issuance Date makes, or fixes a record date for the determination of Company pays to holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock without a corresponding dividend or other distribution to holders of Series Preferred Stock, in each such event the Series A Preferred Conversion Price, Series B Preferred Stock Conversion Price and Series C Preferred Conversion Price, as applicable, that are is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixedissuance, as of the close of business on such record date, provided below: (i) The Series Preferred Stock Conversion Price shall be adjusted by multiplying the Series A Preferred Conversion Price, the Series B Preferred Stock Conversion Price and the Series C Preferred Conversion Price, as applicable, then in effect by a fraction equal to: (iA) 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 issuance; and (iiB) the denominator 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 plus the number of shares of Common Stock issuable in payment of such dividend or distribution; (ii) If the Company fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the Series Preferred Stock Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; provided, however, that if and (iii) 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 Series A Preferred Conversion Price, Series B Preferred Stock Conversion Price and Series C Preferred Conversion Price, as applicable, shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, Series B Preferred Stock Conversion Price and Series C Preferred Conversion Price, as applicable, shall be adjusted pursuant to this Section 4(f5(f) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Samples: Contribution Agreement (Hyperfeed Technologies Inc), Contribution Agreement (Pico Holdings Inc /New)

Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred B-1 Conversion Price, as applicable, Price that are 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 Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C Preferred B-1 Conversion Price, as applicable, 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 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 Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred B-1 Conversion Price, as applicable, Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred B-1 Conversion Price, as applicable, Price shall be adjusted pursuant to this Section 4(f4(g) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Samples: Series B Preferred Stock Purchase Agreement (Cytel Corp/De), Series B 1 Preferred Stock Purchase Agreement (Cytel Corp/De)

Adjustment for Common Stock Dividends and Distributions. If the Company corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event each of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series C Conversion Price and the Series C Preferred D Conversion Price, as applicable, Price that are 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 each of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series C Conversion Price and the Series C Preferred D Conversion Price, as applicable, 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 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, each of the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series C Conversion Price and the Series C Preferred D Conversion Price, as applicable, Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series C Conversion Price and the Series C Preferred D Conversion Price, as applicable, Price shall be adjusted pursuant to this Section 4(fB4(g) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Samples: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Warrant Agreement (Nimblegen Systems Inc)

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Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Series B-1 Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C B-1 Preferred Conversion Price, as applicable, Price that are 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 Series A Preferred Conversion Price, the Series B Preferred Conversion Price and or the Series C B-1 Preferred Conversion Price, as applicable, 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 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 Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C B-1 7. Preferred Conversion Price, as applicable, Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C B-1 Preferred Conversion Price, as applicable, Price shall be adjusted pursuant to this Section 4(f) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Samples: Series B 1 Preferred Stock Purchase Agreement (Oryx Technology Corp)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time on or after the Original Issue Date makes, or fixes a record date for the determination of Corporation pays to holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common StockStock without a corresponding dividend or other distribution to holders of the Series A Preferred, in each such event the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, that are then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixedissuance, as of the close of business on such record date, provided below: (i) The Series A Preferred Conversion Price shall be adjusted by multiplying the Series A Preferred Conversion Price, the Series B Preferred Conversion Price and the Series C Preferred Conversion Price, as applicable, then in effect by a fraction equal to: (iA) 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 dateissuance, and and (iiB) the denominator 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 plus the number of shares of Common Stock issuable in payment of such dividend or distribution; (ii) If the Corporation fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the Series A Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; provided, however, that if and (iii) 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 Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price, Series B Preferred Conversion Price and Series C Preferred Conversion Price, as applicable, shall be adjusted pursuant to this Section 4(f5(g) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Samples: Merger Agreement (Movie Star Inc /Ny/)

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