Common use of Adjustment for Reclassification, Exchange and Substitution Clause in Contracts

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or series of stock or other securities or property, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger or consolidation provided for elsewhere in this Section 1), then in any such event each holder of an Note shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 4 contracts

Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)

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Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date of Original Issue, the Common Stock issuable upon the conversion of the Note this Warrant is changed into the same or a different number of shares of any class or series of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 1)8), then in any such event each holder of an Note the Holder shall have the right thereafter to convert such stock into exercise this Warrant for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such Note this Warrant could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Common Stock Purchase Warrant (Counterpath Solutions, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date the Common Stock issuable upon the conversion of the Note Series Preferred is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 14.2), then in any such event each holder of an Note the Series Preferred shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon in connection with such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such Note shares of the Series Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment adjustments as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Velocom Inc), Series B Preferred Stock Purchase Agreement (Velocom Inc), Supplemental Series B Preferred Stock Purchase Agreement (Velocom Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date of Original Issue, the Common Stock issuable upon the conversion of the this Note is changed into the same or a different number of shares of any class or series of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or reverse stock split or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 15), then in any such event each holder of an Note the Purchaser shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Convertible Note (Bulldog Technologies Inc), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Original Issue Date the Common Stock issuable upon the conversion of the Note Preferred Stock is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 15), then in any such event each holder of an Note Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such Note shares of Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Macromedia Inc), Agreement and Plan of Reorganization (Macromedia Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date Original Issue Date, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event Merger or Asset Transfer or a subdivision or combination of shares or stock dividend, dividend or a reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 1B4), then in any such event each holder of an Note Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such Note shares of Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 2 contracts

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

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date Original Issue Date, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by as a Common Stock Event result of a subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger or consolidation provided for elsewhere in this Section 1), then which the Company is the continuing entity and which does not result in any change in the Common Stock) in any such event each holder of an Note this Warrant shall have the right thereafter to convert such stock into be exercisable for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into for which such Note this Warrant could have been converted exercised immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Warrant Agreement (AmpliPhi Biosciences Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time time, or from time to time after the Issuance Date of Issuance, the Common Stock Shares issuable upon the conversion of the Note is Series 1 Shares are changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger merger, or consolidation provided for elsewhere in this Section 13), then in any such event each holder of an Note Series 1 Shares shall have the right thereafter to convert such stock shares into the kind and amount of stock shares and other securities and property receivable upon such recapitalizationreclassification, reclassification exchange or substitution or other change by holders of the number of shares of Common Stock Shares into which such Note Series 1 Shares could have been converted immediately prior to such recapitalizationreclassification, reclassification exchange or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Convertible Secured Promissory Note Purchase Agreement (First Person Ltd.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date of Original Issue, the Common Stock issuable upon the conversion of the this Note is changed into the same or a different number of shares of any class or series of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 16), then in any such event each holder of an Note the Investor shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Subordinated Convertible Note (Houston American Energy Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Original Issue Date the Common Stock issuable upon the conversion of the Note Series A Preferred Stock is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertyof the Corporation, whether by recapitalization, reclassification reclassification, or otherwise (other than by a Common Stock Event stock split or a stock dividendcombination, reorganization, merger dividend or consolidation provided for elsewhere in this distribution covered by Section 14.4 or Section 4.5), then in any such event each holder of an Note the Series A Preferred Stock shall have the right thereafter to convert such stock stock, when provided for hereunder, into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such Note shares of the Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Equity Securities Purchase Agreement (CIPHERLOC Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date of Issuance, the Common Stock Shares issuable upon the conversion of the this Note is changed into the same or a different number of shares of any class or series of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 19), then in any such event each holder of an Note the Holder shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock Shares into which such this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein in this Note or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Distributed Energy Systems Corp)

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Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date Original Issue Date, the Common Stock issuable upon the conversion of the Note Series A Stock is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event Liquidating Sale or a stock dividend, reorganization, merger or consolidation transaction provided for elsewhere in this Section 14), then in any such event each holder of an Note Series A Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such Note shares of Series A Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Futurelink Corp)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Issue Date the Common Stock issuable upon the conversion of the this Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger merger, or consolidation provided for elsewhere in this Section 12.02), then in any such event each holder of an Note event, but subject to Section 2.01, the Holder and the Company shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Assignment Agreement (Options Media Group Holdings, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date Original Issue Date, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event an Acquisition or Asset Transfer or a subdivision or combination of shares or stock dividend, dividend or a reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 13.1(a)), then in any such event each the holder of an Note hereof shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such Note shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.,

Appears in 1 contract

Samples: Warrant Agreement (Tyler Technologies Inc)

Adjustment for Reclassification, Exchange and Substitution. If In the event that at any time or from time to time after the Issuance Date date hereof, the Common Stock issuable upon the conversion of the Note Notes is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets, provided for elsewhere in this Section 16), then and in any such event each holder of an a Note shall have the right thereafter to convert such stock Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change change, by holders of the maximum number of shares of Common Stock into which such Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereofherein.

Appears in 1 contract

Samples: Note Purchase Agreement (Cfi Proservices Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date Original Issue Date, the Common Stock issuable upon the conversion of the Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event an Acquisition, Asset Transfer, subdivision or a combination of shares, stock dividend, reorganization, merger merger, consolidation, or consolidation sale of assets provided for elsewhere in this Section 13.1(a)), then in any such event each holder of an Note event, the Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such Note shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Warrant Agreement (Remote Knowledge Inc)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Original Issue Date the Common Stock issuable upon the conversion of the this Note is changed into the same or a different number of shares of any class or series classes of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger merger, or consolidation provided for elsewhere in this Section 13), then in any such event each holder of an Note event, but subject to Section 2, the Holder and the Company shall have the right thereafter to convert such stock this Note into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such this Note could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Convertible Note (Upstream Worldwide, Inc.)

Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Issuance Date of Original Issue, the Common Stock issuable upon the conversion of the Note this Warrant is changed into the same or a different number of shares of any class or series of stock or other securities or propertystock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event subdivision or combination of shares or stock dividend or a stock dividend, reorganization, merger merger, consolidation or consolidation sale of assets provided for elsewhere in this Section 19), then in any such event each holder of an Note the Holder shall have the right thereafter to convert such stock into exercise this Warrant for the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such Note this Warrant could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Bulldog Technologies Inc)

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