Common use of Adjustments for Certain Dividends and Distributions Clause in Contracts

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Home Solutions of America Inc), Preferred Stock Purchase Agreement (Home Solutions of America Inc), Preferred Stock Purchase Agreement (Home Solutions of America Inc)

AutoNDA by SimpleDocs

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price Rate shall be decreased increased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying multiplying, as applicable, the Conversion Price Rate then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to following the time of such issuance or the close of business on such record date; and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distributionissuance.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Neoprobe Corp), Securities Exchange Agreement (Neoprobe Corp)

Adjustments for Certain Dividends and Distributions. If the Company Maker shall at any time or from time to time after the Issuance Date, Effective Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Fixed Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion applicable Fixed Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 2 contracts

Samples: Note Agreement (AERWINS Technologies Inc.), Note Agreement (AERWINS Technologies Inc.)

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance DateCommitment Date makes, make or issue or set fixes a record date for the determination of holders of Common Stock entitled to receive receive, a dividend or other distribution payable in additional shares of Common Stock, then, then and in each event, such event the Conversion Exercise Calculation Price then in effect shall be decreased as of the time of such issuance or, in the event such record date shall have been is fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Calculation Price then in effect by a fraction: fraction (1) the numerator of which shall be is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and , and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 2 contracts

Samples: Warrant Certificate (Long Distance International Inc), Warrant Certificate (Long Distance International Inc)

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price Rate shall be decreased increased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying multiplying, as applicable, the Conversion Price Rate then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of after such issuance or on the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or on the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distributiondate.

Appears in 1 contract

Samples: Common Stock Exchange Agreement (VistaGen Therapeutics, Inc.)

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Exercise Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price then in effect by a fraction: (1) : the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) and the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Warrant Agreement (StatSure Diagnostic Systems, Inc.)

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying multiplying, as applicable, the Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Securities Issuance and Exchange Agreement (Pressure Biosciences Inc)

AutoNDA by SimpleDocs

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Exercise Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Exercise Price then in effect by a fraction: (1i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (NeoStem, Inc.)

Adjustments for Certain Dividends and Distributions. If the Company Maker shall at any time or from time to time after the Issuance Date, make or become irrevocably obligated to issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion applicable Set Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying multiplying, the Conversion applicable Set Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Zero Coupon Senior Secured Note (Valcent Products Inc.)

Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Warrant Price shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Warrant Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Appears in 1 contract

Samples: Warrant Agreement (StatSure Diagnostic Systems, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!