Common use of Adjustment Upon Common Stock Event Clause in Contracts

Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Preferred Conversion Price. The Series A Preferred Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d), the term "Common Stock Event" shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise), or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement (SCP Private Equity Partners Ii Lp), Series a Preferred Stock Purchase Agreement (Internet Capital Group Inc)

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Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price of the Series C Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price of the Series C Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price for the Series A C Preferred Conversion PriceStock. The Series A Preferred Conversion Price for the Series C Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 2 contracts

Samples: Conversion Agreement (Geospatial Corp), Preferred Stock Purchase Agreement (Geospatial Corp)

Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price of the Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price of the Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Conversion Price for the Preferred Conversion PriceStock. The Series A Preferred Conversion Price for the Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue by the Company Corporation of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 2 contracts

Samples: Securities Purchase Agreement (LIGHTBRIDGE Corp), Securities Purchase Agreement (LIGHTBRIDGE Corp)

Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price of each series of Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price of such series of Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Conversion Price for such series of Preferred Conversion PriceStock. The Series A Preferred Conversion Price for each series of Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term the "Common Stock EventCOMMON STOCK EVENT" shall mean at any time or from time to time after the Original Issue Date, (i) the issue by the Company Corporation of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Macromedia Inc), Agreement and Plan of Reorganization (Macromedia Inc)

Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after ), the date that the first share Conversion Price of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price of such series of Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price for such series of Preferred Stock. The Conversion Price for Series A Preferred Conversion Price. The Series A Preferred Conversion Price Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term the "Common Stock Event" shall mean at any time or from time to time after the Original Issue Date, (i) the issue by the Company Corporation of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 2 contracts

Samples: Series a Preferred Stock and Warrant Purchase Agreement (Gric Communications Inc), Series a Preferred Stock and Warrant Purchase Agreement (Gric Communications Inc)

Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price of the Series B Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price of Series B Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, (ia) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (iib) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price for Series A B Preferred Conversion PriceStock. The Series A Preferred Conversion Price for Series B Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean means (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise), or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fw Integrated Orthopaedics Investors Lp)

Adjustment Upon Common Stock Event. Upon At any time or from time to time after the date hereof (the “Original Issue Date”), upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Preferred Conversion Price. The Series A Preferred Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Convertible Note (Upstream Worldwide, Inc.)

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Adjustment Upon Common Stock Event. Upon At any time or from time to time after March 2, 2012 (the “Issue Date”), upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Preferred Conversion Price. The Series A Preferred Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Assignment Agreement (Options Media Group Holdings, Inc.)

Adjustment Upon Common Stock Event. Upon At any time or from time to time upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price in effect immediately prior to such Common Stock Event by a fraction, (iA) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (iiB) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Preferred Conversion Price. The Series A Preferred Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i1) the issue issuance by the Company Issuer of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii2) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii3) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Note Purchase Agreement (Options Media Group Holdings, Inc.)

Adjustment Upon Common Stock Event. Upon the record date for a Common Stock Event (as defined in this Section 5(c)) or upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred if there is issued (the "Series A Original Issue Date"no record date), whichever is earlier, the Conversion Price of the Series A B Preferred Conversion Price Stock shall, simultaneously with the happening of such Common Stock Event, be automatically adjusted by multiplying the Series A Preferred Conversion Price of the Series B Preferred Stock in effect immediately prior to such Common Stock Event by a fraction, fraction (i) the numerator of which shall be the number of shares of Common Stock that are issued and outstanding immediately prior to such Common Stock Event, Event and (ii) the denominator of which shall be the number of shares of Common Stock that are issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Conversion Price for the Series A B Preferred Conversion PriceStock. The Series A Preferred Conversion Price for the Series B Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue issuance by the Company Corporation of additional shares of Common Stock as a dividend or other distribution on outstanding distribution, without consideration, to one or more of its stockholders payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock, (ii) a subdivision (i.e., a stock split) of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise), or (iii) a combination or consolidation(i.e., by reclassification or otherwise, a reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (FriendFinder Networks Inc.)

Adjustment Upon Common Stock Event. Upon At any time or from time to time after March 31, 2012 (the “Issue Date”), upon the happening of a Common Stock Event (as hereinafter defined) at any time or from time to time after the date that the first share of Series A Preferred is issued (the "Series A Original Issue Date"), the Series A Preferred Conversion Price shall, simultaneously with the happening of such Common Stock Event, be adjusted by multiplying the Series A Preferred Conversion Price in effect immediately prior to such Common Stock Event by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately prior to such Common Stock Event, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding immediately after such Common Stock Event, and the product so obtained shall thereafter be the Series A Preferred Conversion Price. The Series A Preferred Conversion Price shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used in this Section (d)herein, the term "Common Stock Event" shall mean (i) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise)Stock, or (iii) a combination or consolidation, by reclassification or otherwise, of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

Appears in 1 contract

Samples: Assignment Agreement (Options Media Group Holdings, Inc.)

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