Adjustment to Conversion Rate. The Conversion Rate shall be adjusted, at any time and from time to time while any of the Notes are outstanding, by the Company if any of the following events occur.
Adjustment to Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to any provision of this Section 6, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
Adjustment to Conversion Rate. (a) In case the Issuer shall at any time after the Closing declare a dividend or make a distribution on Common Stock, subdivide or split the outstanding Common Stock, combine or reclassify the outstanding Common Stock into a smaller number of shares or consolidate with, or merge with or into, any other entity, or engage in any reorganization, reclassification or recapitalization that is effected in such a manner that the holders of Common Stock are entitled to receive stock, securities, cash or other assets with respect to or in exchange for Common Stock, then the kind and amount of stock, securities, cash or other assets issuable upon conversion of the Note in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, split, combination, consolidation, merger, reorganization, reclassification or recapitalization shall be adjusted so that the conversion of the Note after such time shall entitle the holder to receive the aggregate number of shares of Common Stock or securities, cash and other assets that, if the Note had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger, reorganization, reclassification or recapitalization. Such adjustment shall be made successively whenever any event listed above shall occur.
Adjustment to Conversion Rate. Prior to the Qualified IPO, to the extent the Company (or any Subsidiary thereof) includes any price-based anti-dilution adjustment in an instrument governing convertible debt or preferred stock (“Other Instrument”) of the Company (or exchangeable debt of a Subsidiary of the Company that is exchangeable into Common Stock) issued in a bona fide financing transaction for the purpose of raising capital that results in an adjustment to the conversion price or conversion rate of such Other Instrument as a result of issuances of Capital Stock below the conversion price or conversion rate of such Other Instrument that is in any material respect more favorable to the holder of such instrument than the price-based anti-dilution adjustments included in Section 14.05 hereof are to the Holders, the Company shall promptly after the effectiveness of such instrument prepare a supplement to this Indenture granting any such price-based anti-dilution adjustment to the Holders of Notes; provided that notwithstanding the foregoing, no adjustment shall be made on account of any anti- dilution adjustment applicable to the Company’s preferred stock outstanding on the Issue Date (the “Existing Preferred Stock”) or any anti-dilution adjustments applicable to future series of preferred stock that is substantially similar to the anti-dilution provisions applicable to the Existing Preferred Stock, in each case, as such provisions of the Existing Preferred Stock exist on the Issue Date.
Adjustment to Conversion Rate. The Conversion Rate in effect at any time is subject to adjustment if and whenever at any time after the date hereof the Payor:
Adjustment to Conversion Rate. (i) Adjustment Due to Stock Split, Stock Dividend, Etc. If, prior to the conversion of all of the Series A Convertible Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately increased.
Adjustment to Conversion Rate. From the date hereof until the Closing, the Company and its Subsidiaries shall not effect any transaction that would have resulted in an adjustment to the Conversion Rate (as defined in the Certificate of Designations from the Series A Preferred Shares).
Adjustment to Conversion Rate. If and only to the extent that Noteholders convert their notes within thirty (30) days after a Fundamental Change Notice Date, pursuant to which 5% or more of the consideration for the Company's stock (other than cash payments for fractional shares and cash payments made in respect to dissenters' appraisal rights) in such Fundamental Change consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Company will increase the Conversion Rate for the Notes surrendered for conversion by a number of Additional Shares. The number of Additional Shares will be determined by reference to the table below, based on the date on which such Fundamental Change transaction become effective (the "effective date") and the price (the "share price") paid per Ordinary Share in such fundamental change transaction. If holders of Ordinary Shares receive only cash in such Fundamental Change transaction, the share price will be the cash amount paid per share. Otherwise, the share price will be the average of the Reference Prices of the Ordinary Shares on each of the five consecutive Trading Days prior to but not including the effective date of such Fundamental Change transaction.
Adjustment to Conversion Rate. For avoidance of doubt, immediately following the Merger, the Conversion Rate shall remain subject to adjustments as set forth in Section 5.07(A) of the Indenture in a manner consistent with Section 5.08 of the Indenture.
Adjustment to Conversion Rate. The Conversion Rate will be adjusted on a pro-rata basis on the Effective Date if the price per share of the common stock of the Corporation is trading below One Dollar and Twenty Cents ($1.20) based upon the VWAP at the close of the market. For example, assuming 13,000,000 shares of Series E Preferred Stock, if the Common Stock is trading at $1.15, then the shares of Common Stock issued shall equal Thirteen Million Five Hundred Sixty Five Thousand Two Hundred and Seventeen (13,565,217) instead of Thirteen Mi1lion (13,000,000). VWAP shall mean the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time).
