Common use of Adjustment of Purchase Price, Number of Shares or Number of Rights Clause in Contracts

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of the Common Stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a)(ii).

Appears in 2 contracts

Samples: Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc)

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Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock Shares payable in shares of the Common StockShares, (B) subdivide the outstanding Common StockShares, (C) combine the outstanding Common Stock Shares into a smaller number of shares Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Stock Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock Shares transfer books of the Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to to, any adjustment required pursuant to Section 11(a)(ii).

Appears in 1 contract

Samples: Rights Agreement (Northeast Utilities System)

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kinds of shares securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Stock payable in shares of the Common Preferred Stock, (B) subdivide the outstanding Common shares of Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of shares Preferred Stock, or (D) issue any shares of its capital stock in a reclassification of the Common Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such datefor which the Rights shall be exercisable, shall be proportionately adjusted so that the holder of any Right Rights exercised after such time shall be entitled to receive receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right Rights had been exercised immediately prior to such date and at a time when the Common Stock applicable transfer books of the Company were open, he such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii)) hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition toaddition, and shall be made prior prior, to any adjustment required pursuant to Section 11(a)(ii)) hereof. 13.

Appears in 1 contract

Samples: Rights Agreement (Biocryst Pharmaceuticals Inc)

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock Shares payable in shares of the Common StockShares, (B) subdivide or split the outstanding Common StockShares into a greater number of Common Shares, (C) combine the outstanding Common Stock Shares into a smaller number of shares Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Stock Shares (including any such reclassification in connection with a consolidation consolidation, merger or merger statutory share exchange in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of capital stock Common Shares issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock Common Shares which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock Shares transfer books of the Company were open, he the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an ; provided, however, that in no event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), shall the adjustment provided for in this Section 11(a)(i) shall consideration to be in addition to, and shall paid upon the exercise of one Right be made prior to any adjustment required pursuant to Section 11(a)(ii).less than the aggregate par value of the shares

Appears in 1 contract

Samples: Rights Agreement (Ryland Group Inc)

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Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares Shares (or fractions thereof) covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock its outstanding Shares payable in shares of the Common StockShares, (B) subdivide the its outstanding Common StockShares, (C) combine the its outstanding Common Stock Shares into a smaller number of shares Shares or (D) issue any shares of its capital stock in a reclassification of the Common Stock Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock stock transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a)(ii).would

Appears in 1 contract

Samples: Rights Agreement (Sigcorp Inc)

Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares Preferred Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock Preferred Shares payable in shares of the Common StockPreferred Shares, (B) subdivide the outstanding Common StockPreferred Shares, (C) combine the outstanding Common Stock Preferred Shares into a smaller number of shares Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Common Stock Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to any adjustment required pursuant to Section 11(a)(ii).Section

Appears in 1 contract

Samples: Rights Agreement (Us Can Corp)

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