Common use of Adjustments for Reclassification and Reorganization Clause in Contracts

Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of any series of Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e above or a merger or other reorganization referred to in Section 2.d above), the Conversion Price for any series of Preferred Stock then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred Stock immediately before that change, respectively.

Appears in 2 contracts

Samples: Assistance Agreement (Amyris, Inc.), Assistance Agreement (Amyris, Inc.)

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Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of any series of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e Article 4(B)(5)(f) above or a merger or other reorganization deemed liquidation transaction(s) referred to in Section 2.d Article 4(B)(2)(c) above), the Series A Conversion Price for any series of Preferred Stock then in effect shallPrice, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred Stock immediately before that change, respectivelysuch reorganization or reclassification.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.), Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.)

Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of any series of the Series Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e 7(e) above or a merger or other reorganization referred to in Section 2.d abovetreated as a Liquidation Event), the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price for any series of Preferred Stock and Series E Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the each share of Series Preferred Stock shall be convertible into, as applicable and in lieu of the number of shares of Common Stock Stock, or other securities or property, which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the such share of Series Preferred Stock immediately before that change, respectively.

Appears in 1 contract

Samples: Development Collaboration and License Agreement (GenMark Diagnostics, Inc.)

Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of any series of the Preferred Stock Shares shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e above 3(c)(iv) or [a merger or other reorganization referred to in Section 2.d above2(b)]), the Conversion Price for any series of Preferred Stock then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred Stock Shares shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred Stock Shares immediately before that change, respectively.

Appears in 1 contract

Samples: Agreement of Merger And (Windy Creek Developments, Inc.)

Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of any series of the Series C Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, consolidation, reclassification or otherwise (other than a subdivision division or combination of shares provided for in Section 4.e above or a merger or other reorganization referred to in Section 2.d above7(a)), a Holder’s right to convert the Conversion Price for any series of Series C Preferred Stock into Common Stock then in effect shall, concurrently with the effectiveness of such reorganization or reclassificationtransaction, be proportionately adjusted so that the Series C Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders Holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of such shares of Common Stock that would have been subject to receipt by the holders such Holder upon conversion of the Series C Preferred Stock into Common Stock immediately before that change, respectively.

Appears in 1 contract

Samples: Registration Rights Agreement (Community Financial Shares Inc)

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Adjustments for Reclassification and Reorganization. If the Common --------------------------------------------------- Stock issuable upon conversion of any series of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e above or a merger or other reorganization referred to in Section 2.d above2(e) hereof), the Conversion Price for any series of Preferred Stock then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Series A Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Series A Preferred Stock immediately before that change, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paradigm Technology Inc /De/)

Adjustments for Reclassification and Reorganization. If the Common --------------------------------------------------- Stock issuable upon conversion of any series of the Series C Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 4.e above or a merger or other reorganization referred to in Section 2.d above2(e) hereof), the Series C Conversion Price for any series of Preferred Stock then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Series C Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Series C Preferred Stock immediately before that change, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paradigm Technology Inc /De/)

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