Assignee Share Adjustment Sample Clauses

Assignee Share Adjustment. 5.1 In this section, the terms "record date" where used herein, shall mean the close of business on the relevant date. 5.2 If and whenever at any time from the Effective Date until the Consideration is cancelled according to the terms of Section 4 hereof, the Assignee: (i) issues Assignee Shares or any securities convertible into Assignee Shares to all or substantially all of the holders of Assignee Shares by way of stock dividend or other distribution, other than the issue from time to time of Assignee Shares or any securities convertible into Assignee Shares by way of stock dividend to stockholders who elect to receive Assignee Shares or any securities convertible into Assignee Shares in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan; (ii) subdivides, redivides or changes the outstanding Assignee Shares into a greater number of shares; or (iii) combines, consolidates or reduces the outstanding Assignee Shares into a lesser number of shares; (each of such events being herein called a "Share Reorganization"), the number of Assignee Shares to be issued for completion of the Consideration, and which have not yet been issued, shall be adjusted effective immediately on the record date for the dividend or, in the case of a subdivision, redivision, change, combination, consolidation or reduction, effective immediately on the record date of such event, to the number that is the product of: (a) the number of Assignee Shares prescribed for issuance under the relevant provision in Section 4.; and (b) the fraction of which: (i) the numerator is the total number of Assignee Shares outstanding on that record date before giving effect to the Share Reorganization; and (ii) the denominator is the total number of Assignee Shares that are or would be outstanding immediately after that record date after giving effect to the Share Reorganization and assuming all securities convertible in Assignee Shares issued as part of the Share Reorganization had then been converted into or exchanged for Assignee Shares or all rights to acquire Assignee Shares had then been exercised.