Adjustments in Certain Events. The Conversion Price shall be adjusted in each of the following events as follows: (a) In case Borrower, at any time or from time to time, shall pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or options by way of dividend or spinoff, reclassification, recapitalization, merger or consolidation in which Borrower is the continuing or resulting corporation, or similar corporate rearrangement) on the Common Stock, then, and in each such case, the Conversion Price in effect immediately prior to the close of business on the record date fixed for the determination of the persons entitled to receive such dividend or distribution shall be adjusted, effective as of the close of business on such record date, to a price (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction: (i) the numerator of which shall be the Current Market Price (as defined below) in effect on such record date less the amount of such dividend or distribution (as determined in good faith by the Board of Directors of Borrower in consultation with the Borrower's accountants) applicable to one share of Common Stock, and (ii) the denominator of which shall be such Current Market Price.
Appears in 4 contracts
Samples: Stockholders Recapitalization Agreement (Ramtron International Corp), Convertible Note (Ramtron International Corp), Convertible Note (Ramtron International Corp)