Common use of Adjustment for Stock Splits and Combinations Clause in Contracts

Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Initial Issuance Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Initial Issuance Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 3 contracts

Samples: Stock Purchase Agreement (General Devices Inc), Stockholders Agreement (General Devices Inc), Agreement and Plan of Merger (General Devices Inc)

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Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Initial Issuance Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A B Preferred Stock or combine the outstanding shares of Series A B Preferred Stock without a comparable combination of the Common Stock, the Series A B Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Initial Issuance Date combine the outstanding shares of Common Stock without a comparable combination of the Series A B Preferred Stock or effect a subdivision of the outstanding shares of Series A B Preferred Stock without a comparable subdivision of the Common Stock, the Series A B Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (General Devices Inc), Stockholders Agreement (General Devices Inc)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series B Convertible Preferred Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock Stock) or combine the outstanding shares of Series A B Preferred Stock without a comparable combination Conversion Price (in the case of the Common Series B Preferred Stock, the Series A Conversion Price ) in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series B Convertible Preferred Original Issue Date combine the outstanding shares of Common Stock without a comparable combination Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock Stock) or effect a subdivision the Series B Preferred Conversion Price (in the case of the outstanding shares of Series A B Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price ) in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 2 contracts

Samples: Investors Agreement (Sunnova Energy International Inc.), Investors Agreement (Sunnova Energy International Inc.)

Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Initial Issuance Date effect a subdivision of the outstanding Common Stock without (including by a comparable subdivision forward stock split, stock dividend or other similar transaction of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without such a comparable combination of character that the Common StockStock shall be changed into or be exchangeable for a larger number of shares), the Series A Conversion Exercise Price in effect immediately before that subdivision or combination for each then-outstanding Warrant shall be proportionately decreased so that decreased, and the number of shares of Common Stock issuable on conversion exercise of each share of such series the Warrants shall be increased increased, in each case, in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Initial Issuance Date combine the outstanding shares of Common Stock without (including through a comparable combination reverse stock split or other similar transaction of the Series A Preferred Stock or effect such a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of character that the Common StockStock shall be changed into or be exchangeable for a smaller number of shares), the Series A Conversion Exercise Price in effect immediately before the combination or subdivision for each then-outstanding Warrant shall be proportionately increased so that increased, and the number of shares of Common Stock issuable on conversion exercise of each share of such series the Warrants shall be decreased decreased, in each case, in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Warrant Agreement (Heritage Global Inc.)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series E Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price and Series A Conversion Price Price, as the case may be, in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series E Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price and Series A Conversion Price Price, as the case may be, in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection Section 4.5 shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Series E Preferred Stock Purchase Agreement (Aduro Biotech, Inc.)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Junior Series A Original Issue Date (as defined below) effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Junior Series A Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Junior Series A Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Junior Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. For purposes of this Article FOURTH, the term “Junior Series A Original Issue Date” shall mean the date on which the first share of Junior Series A Preferred Stock was issued.

Appears in 1 contract

Samples: Divestiture Agreement (Ophthotech Corp.)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series A Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series Class A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Class A Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Class A Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series A Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series Class A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Class A Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Class A Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panacea Acquisition Corp)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Series A Initial Issuance Date effect a subdivision of the outstanding Common Stock without a comparable subdivision (including, but not limited to, by way of the Series A Preferred Stock stock dividend, reclassification or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stockstock split), the Series A Conversion Price Rate then in effect immediately before that the subdivision or combination shall be proportionately decreased so that increased and, conversely, if the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Series A Initial Issuance Date combine combine, in any manner, including by reclassification, the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price Rate then in effect immediately before the combination or subdivision shall be proportionately increased decreased so that that, in either case, the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the number of shares of Common Stock issuable on conversion receivable upon such subdivision or combination by holders of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstandinginto which such share of the Series A Convertible Preferred Stock might have been converted immediately prior to such subdivision or combination, all subject to further adjustments as provided herein. Any adjustment under this subsection (4) shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Stock Purchase Agreement (JELD-WEN Holding, Inc.)

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Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Issue Date effect a subdivision of the outstanding Common Stock without a comparable corresponding subdivision of the Series A Preferred Stock or combine Preferred, then the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Price in effect immediately before that such subdivision or combination shall be proportionately decreased so that multiplied by a fraction (i) the numerator of which is the total number of shares of Common Stock issuable on conversion of each share issued and outstanding immediately prior to the time of such series shall be increased in proportion to such increase in subdivision, and (ii) the aggregate denominator of which is the total number of shares of Common Stock outstandingissued and outstanding immediately following such subdivision. If Conversely, if the Company Corporation shall at any time or from time to time after the Initial Issuance Issue Date combine the outstanding shares of Common Stock into a smaller number of shares without a comparable corresponding combination of the Series A Preferred Stock or effect a subdivision of Preferred, then the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that multiplied by a fraction (i) the numerator of which is the total number of shares of Common Stock issuable on conversion of each share issued and outstanding immediately prior to the time of such series shall be decreased in proportion to such decrease in combination, and (ii) the aggregate denominator of which is the total number of shares of Common Stock outstandingissued and outstanding immediately following of such combination. Any adjustment under pursuant to this subsection Section 3.2(g)(v)(1) shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Loan Agreement (Ener1 Inc)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series D Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price and the Series D Conversion Price, each as in effect immediately before that subdivision or combination such subdivision, shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series D Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price, the Series A-2 Conversion Price, the Series B Conversion Price, the Series C Conversion Price and the Series D Conversion Price, each as in effect immediately before the combination or subdivision such combination, shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Adoption Agreement (Seres Therapeutics, Inc.)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of Stock, the Series A Preferred Stock or combine the Conversion Price then in effect immediately before that subdivision shall 8 198 each be proportionately decreased. For example, if there are two outstanding shares of Series A Preferred Common Stock without which are subdivided into a comparable combination total of the four shares of Common Stock, Stock and the Series A Conversion Price in effect immediately before that prior to such subdivision or combination is $6.00, then the Series A Conversion Price after giving effect to such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding$3.00. If the Company Corporation shall at any time or from time to time after the Initial Issuance Original Issue Date effect a subdivision of the Series A Preferred Stock, the Series A Conversion Price then in effect immediately before that subdivision shall be proportionately increased. If the Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price then in effect immediately before the combination or subdivision shall each be proportionately increased so that the number of increased. For example, if there are two outstanding shares of Common Stock issuable on conversion which are combined into a total of each one share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstandingand the Series A Conversion Price in effect immediately prior to such combination is [$6.00], then the Series A Conversion Price after giving effect to such combination shall be [$12.00]. If the Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Series A Preferred Stock, the Series A Conversion Price then in effect immediately before the combination shall be proportionately deceased. Any adjustment under this subsection paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Agreement and Plan of Merger (At&t Latin America Corp)

Adjustment for Stock Splits and Combinations. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series A Original Issue Date effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company Corporation shall at any time or from time to time after the Initial Issuance Series A Original Issue Date combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: License Agreement (Cerulean Pharma Inc.)

Adjustment for Stock Splits and Combinations. If the Company shall shall, at any time or from time to time after the Initial Issuance Date this Warrant is outstanding, effect a subdivision of the outstanding Common Stock without a comparable subdivision of the Series A Preferred Stock or combine the outstanding shares of Series A Preferred Stock without a comparable combination of the Common Stock, the Series A Conversion Exercise Price in effect immediately before that subdivision or combination shall be proportionately decreased so that the number of shares of Common Stock that would be issued upon conversion of the Preferred Stock issuable on conversion exercise of each share of such series this Warrant shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Company shall shall, at any time or from time to time after the Initial Issuance Date this Warrant is outstanding, combine the outstanding shares of Common Stock without a comparable combination of the Series A Preferred Stock or effect a subdivision of the outstanding shares of Series A Preferred Stock without a comparable subdivision of the Common Stock, the Series A Conversion Exercise Price in effect immediately before the combination or subdivision shall be proportionately increased so that the number of shares of Common Stock that would be issued upon conversion of the Preferred Stock issuable on conversion exercise of each share of such series this Warrant shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

Appears in 1 contract

Samples: Accelerated Pharma, Inc.

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