Adjustment of Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows:
(i) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, (A) pay a dividend or make a distribution with respect to its capital stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b))), (B) subdivide its outstanding Common Stock into a greater number of shares, (C) combine its outstanding Common Stock into a smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Ratio in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A)), or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D)), shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series E Preferred Stock been converted immediately prior to the record date (in the case of the foregoing clause (A)) or the effective date (in the cases of the foregoing clauses (B), (C) and (D)).
(ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Ratio in effect at the opening of business on the day next following such record date shall be adjusted to equal the ratio determined by dividing (A) the Conversion Ratio i...
Adjustment of Conversion Ratio. The Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or other change in the number of AZCO Shares outstanding. No AMPI Share shall be deemed to be outstanding or to have rights other than those set forth above in this Agreement.
Adjustment of Conversion Ratio. In the event of any stock split or reverse stock split affecting the outstanding Common Stock, or in the event of a dividend on or distribution in respect of, the outstanding Common Stock payable in shares of Common Stock, the Conversion Ratio shall, automatically upon the effectiveness thereof, be adjusted proportionately.
Adjustment of Conversion Ratio. If the Final Parent Stock Price (as defined below) is equal to or less than $36.00 per share, no adjustment to the Exchange Ratio shall be made. If the Final Parent Stock Price is greater than $36.00 per share, then the Exchange Ratio shall be adjusted in accordance with the formula specified on Exhibit 1.06(b) hereto provided, however, that the Exchange Ratio as adjusted pursuant to this Section 1.06(b) shall in no event be less than .8333. For purposes hereof, "Final Parent Stock Price" shall mean the average of the closing prices of the Parent Common Stock for the twenty consecutive days on which the Parent Common Shares are traded on The New York Stock Exchange (the "NYSE") ending on the fifth calendar day immediately preceding the Company Stockholders Meeting (as defined in Section 2.13).
Adjustment of Conversion Ratio. The Conversion Ratio for each share of Series A Preferred Stock and the kind of securities issuable upon the conversion of any share of Series A Preferred Stock shall be adjusted from time to time as follows:
Adjustment of Conversion Ratio. In the event that, subsequent to the date hereof but prior to the Effective Time, the outstanding shares of NCE Common Stock or NSP Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Conversion Ratio shall be appropriately adjusted to provide the holders of NCE Shares the same economic effect as contemplated by Merger Agreement and this Plan of Merger prior to such event.
Adjustment of Conversion Ratio. Upon a subdivision, combination or reclassification of OPIs, the Conversion Ratios shall be adjusted to take into account such subdivision, combination or reclassification.
Adjustment of Conversion Ratio. Upon an adjustment of the GTL Conversion Price (a "GTL Adjustment Event"), the Conversion Ratio shall be adjusted so that the ratio of the number of OPIs issuable upon conversion of a PPI after the GTL Adjustment Event to the number of shares of Common Stock issuable upon conversion of a CPEO after the GTL Adjustment Event shall equal the ratio of the number of OPIs issuable upon conversion of a PPI immediately prior to the GTL Adjustment Event to the number of shares of Common Stock issuable upon conversion of a CPEO immediately prior to the GTL Adjustment Event.
Adjustment of Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows:
Adjustment of Conversion Ratio. After the issuance of the Preferred Shares, the conversion ratio as set forth in a. and b. above will be adjusted in accordance with the following formula (hereinafter referred to as the “Conversion Ratio Adjustment Formula”) in the event any of the items set forth below occurs; provided, however, that if the conversion ratio calculated by the Conversion Ratio Adjustment Formula exceeds forty (40), the conversion ratio after adjustment shall be forty (40). The conversion ratio after adjustment shall be calculated to the fourth decimal place and rounded up to the nearest third decimal place when the fraction beyond it is equal to or more than 0.0005, discarding fractions less than 0.0005. Conversion ratio after adjustment = Conversion ratio before adjustment x Number of Ordinary Shares already issued + Number of Ordinary Shares to be newly issued or transferred
