Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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. (i) If the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock payable in shares of 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 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, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before such date and at a time when the Common Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or
Appears in 2 contracts
Samples: Rights Agreement (Watkins Johnson Co), Rights Agreement (Watkins Johnson Co)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Capital Stock payable in shares of Common Capital Stock, (B) subdivide the outstanding Common StockCapital Stock into a greater number of shares, (C) combine or consolidate the outstanding Common Capital Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Capital 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 Section 7(e) hereof and 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 or capital stock stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Capital Stock or capital stock stock, as the case may be, which, if such Right had been exercised immediately before prior to such date and at a time when the Common Capital Stock transfer books of the Company were open, the holder he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification.
Appears in 2 contracts
Samples: Rights Agreement (Quaker State Corp), Rights Agreement (Quaker State Corp)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination orof
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 Common Preferred Stock, (B) subdivide the outstanding Common Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of shares, shares 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 Preferred Stock or capital stock stock, as the case may be, issuable on such datedate upon exercise of the Rights, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment Payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock stock, as the case may be, which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock transfer books of the Company were opendate, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification. If an event occurs which would require an adjustment under both this
Appears in 1 contract
Samples: Rights Agreement (Acc Corp)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification; provided, however, that in no event shall the consideration to be paid upon
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification; provided,
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 Common Preferred Stock, (B) subdivide the outstanding Common shares of Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of sharesshares 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 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, 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 before prior to such date and at a time when the Common Stock applicable transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification; PROVIDED, HOWEVER,
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by securities purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
(i) If 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 Common Preferred Stock, (B) subdivide the outstanding Common Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of shares, 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 Preferred Stock or capital stock stock, as the case may be, issuable on such datedate upon exercise of the Rights, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock stock, as the case may be, which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock transfer books of the Company were opendate, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror 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 the
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTSNumber and Kind of Shares or Number of Rights. The Purchase Price, the number and kind 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.
(i) If In the Company event the Corporation shall at any time after the date of this Agreement (A) declare a dividend on the Common Stock Preferred Shares payable in shares of 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 Corporation 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company Corporation were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror 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 Corporation issuable upon exercise of one
Appears in 1 contract
Samples: Rights Agreement (Nucor Corp)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 Common Preferred Stock, (B) subdivide the outstanding Common Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of shares, shares 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 Preferred Stock or the number and kind of shares of capital stock issuable on such date, as the case may be, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before such date and at a time when the Common Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oraggregate
Appears in 1 contract
Samples: Rights Agreement (Ciena Corp)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror 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
Appears in 1 contract
Samples: Rights Agreement (Petsmart Inc)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES STOCK OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares Preferred Stock or other securities or interests therein covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
(i) If In the Company event the Corporation shall at any time after the date of this Agreement (A) declare a dividend on the Common Preferred Stock payable in shares of Common Preferred Stock, (B) subdivide the outstanding Common Preferred Stock, (C) combine the outstanding Common Preferred Stock into a smaller number of shares, shares of 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 Corporation 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 or interests therein issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock or interests therein which, if such Right had been exercised immediately before prior to such date and at a time when the Common Preferred Stock transfer books of the Company Corporation were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one (1) Right be less than the aggregate par value of the shares of capital stock or interests therein of the Corporation issuable upon exercise of one (1)
Appears in 1 contract
Samples: Rights Agreement (Graham Corp)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 Common StockPreferred Shares, (B) subdivide the outstanding Common StockPreferred Shares, (C) combine the outstanding Common Stock Preferred Shares into a smaller number of sharesPreferred 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror 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
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If the Company shall at any time after the date of this Agreement Agreement, the Company (A) declare declares a dividend on the Common Stock Preferred Shares payable in shares of Common StockPreferred Shares, (B) subdivide subdivides the outstanding Common StockPreferred Shares, (C) combine combines the outstanding Common Stock Preferred Shares into a smaller number of sharesPreferred Shares, or (D) issue issues 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 Company shall proportionately adjust 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 will be entitled to receive, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before such date and at a time when the Common Stock transfer books of the Company were open, that the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open; PROVIDED, HOWEVER, that in no event will 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.
Appears in 1 contract
Samples: Rights Agreement (Collaborative Clinical Research Inc)
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock whichthat, if such Right had been exercised immediately before prior to such date and at a time when the Common Stock Preferred Shares transfer books of the Company were open, the such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination oror reclassification; provided,
Appears in 1 contract
Adjustment of Purchase Price. NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind 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.
(i) If 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 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, upon payment of the Purchase Price then in effect, receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately before such date and at a time when the Common Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination orbeen
Appears in 1 contract