Adjustment in Conversion Price. If the Company shall (A) pay a dividend or make a distribution on its shares of Common or Preferred Stock in shares of Preferred or Common Stock, (B) subdivide or reclassify its outstanding Preferred or Common Stock into a greater number of shares, or (C) combine or reclassify its outstanding Preferred or Common Stock into a smaller number of shares or otherwise effect a reverse split, the Conversion Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or other combination or reclassification shall be proportionately adjusted upward or downward, as the case may be in accordance with generally accepted accounting principles.
Adjustment in Conversion Price. (a) Adjustment for Change in Capital Stock. Except as provided in PARAGRAPH 4 (h) below, if AUGI shall (i) declare a dividend on its outstanding Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which AUGI is the continuing corporation), then in each such case the conversion privilege and the conversion price in effect immediately prior to such action shall be adjusted so that if the Note is thereafter converted, Holder may receive the number and kind of shares which he would have owned immediately following such action if he had converted the Note immediately prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.
Adjustment in Conversion Price. If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not effective within 90 days after the Closing Date, then the conversion price of the Preferred Shares shall be adjusted as provided in the Certificate of Designations for the Preferred Shares.
Adjustment in Conversion Price. If the Registration Statements covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof are not effective (i) on or before December 31, 1996, in case of the Registration Statement to be filed pursuant to Section 2(a)(i) hereof or (ii) on or before January 31, 1997, in case of the Registration Statement to be filed pursuant to Section 2(a)(ii) hereof, then the conversion price of the Preferred Shares shall be adjusted as provided in the Certificate of Designations for the Preferred Shares.
Adjustment in Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:
Adjustment in Conversion Price. In the event that the terms of any ------------------------------ funding by the Corporation during the period beginning on the date hereof and ending on the date of the earliest to occur of (i) the second anniversary of the First Exchange, (ii) the raising by the Corporation after January 21, 2002 of proceeds of equity financing aggregating at least an additional $7.5 million in addition to the proceeds of the financings contemplated by (A) the Jona SPA (other than the proceeds of exercise of warrants issued to Jona, Inc. to the extent such proceeds constitute "additional proceeds" under item (ii) of Section 4.12 of the Jona SPA) and (B) the Exchange Agreement, or (iii) the Closing Bid Price has exceeded $3.00 for thirty (30) consecutive Trading Days following the effective date of the registration statement filed pursuant to Section 4.6.3 of the Exchange Agreement is at an effective offering price ("Effective Price") of --------------- less than $1.00 per share of Common Stock, then effective immediately upon such issuance, the Conversion Price shall be reduced to the Effective Price. If the securities sold in such offering are securities of the Corporation which are convertible into the Corporation's Common Stock and no other securities are sold with such convertible securities and the convertible securities do not provide for the payment of interest or dividends, other than dividends payable equally to all of the Corporation's securities holders, the conversion price for the convertible securities shall be deemed to be the Effective Price. If the funding includes securities other than the Corporation's Common Stock or securities convertible into the Corporation's Common Stock, which convertible securities do not entitle the holders thereof to any interest or dividend payments other than those available to all of the Corporation's securities holders, the Corporation and the Holders shall negotiate in good faith to determine the Effective Price. If the parties cannot agree on the Effective Price within thirty (30) days of the closing of the funding, the Corporation and the Holders shall each indicate in writing what they believe to be the Effective Price and shall submit the determination of the effective Price to arbitration in Denver, Colorado in accordance with the rules of the American Arbitration Association. The determination of the Effective Price pursuant to such arbitration shall be binding on the parties. The party whose stated Effective Price ...
Adjustment in Conversion Price
