Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 7 contracts
Samples: Standby Equity Purchase Agreement (Aeva Technologies, Inc.), Investment Agreement (Cepton, Inc.), Investment Agreement (Bright Health Group Inc.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company Corporation to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 5 contracts
Samples: Investment Agreement (Graftech International LTD), Investment Agreement (Crocs, Inc.), Loan and Security Agreement (U-Swirl, Inc.)
Calculation of Adjustments. All adjustments to the Conversion Rate Factor shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate Factor will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion RateFactor; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 3 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further further, that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 3 contracts
Samples: Investment Agreement (KAR Auction Services, Inc.), Investment Agreement (KAR Auction Services, Inc.), Investment Agreement (Zix Corp)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one (1) share of Class A Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required required, unless such adjustment would require an increase or decrease of at least one percent (1%) of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further further, that any such adjustment of less than one percent (1%) that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 3 contracts
Samples: Investment Agreement (AdaptHealth Corp.), Investment Agreement (Flynn James E), Investment Agreement (AdaptHealth Corp.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Ratepercent; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further and provided further, that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 2 contracts
Samples: Investment Agreement (Dow Chemical Co /De/), Investment Agreement (Dow Chemical Co /De/)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Class A Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 2 contracts
Samples: Investment Agreement (GoHealth, Inc.), Investment Agreement (Coty Inc.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one (1) share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required required, unless such adjustment would require an increase or decrease of at least one percent (1%) of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further further, that any such adjustment of less than one percent (1%) that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 2 contracts
Samples: Backstop Agreement (Gores Holdings VIII Inc.), Investment Agreement (Covetrus, Inc.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 1 contract
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company Corporation to the nearest 1/10,000th of one share of Common Stock Share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further further, that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 1 contract
Samples: Merger Agreement (Cott Corp /Cn/)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th 1/10,000,000th of one share of Common Stock Share (or if there is not a nearest 1/10,000th 1/10,000,000th of a share, to the next lower 1/10,000th 1/10,000,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, provided further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateconversion.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ritchie Bros Auctioneers Inc)
Calculation of Adjustments. All adjustments to the Fixed Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Fixed Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Ratepercent; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further and provided further, that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateDate.
Appears in 1 contract
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock Share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 1 contract
Calculation of Adjustments. All adjustments to the Conversion Rate Price shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock Share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate Price will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion RatePrice ; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase date.
Appears in 1 contract
Samples: Investment Agreement (James River Group Holdings, Ltd.)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company Corporation to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent of the Conversion Rate; provided, however, that any such adjustment that is not required to be made will be carried forward and taken into account in any subsequent adjustment; provided, further that any such adjustment of less than one percent that has not been made will be made upon any Conversion Date or redemption or repurchase dateChange of Control Conversion Date, as applicable.
Appears in 1 contract
