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: Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com 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 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: Investor Rights Agreement (Cytel Corp/De), Preferred Stock Purchase Agreement (Cytel Corp/De)

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