Certain Adjustment Rules. If an adjustment in the Conversion Price made hereunder would reduce the Conversion Price to an amount below par value of the Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of the Common Stock. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 9, the Corporation shall use its reasonable best efforts to take any and all actions which may be necessary, including obtaining regulatory, NASDAQ (or such exchange or automated quotation system on which the Common Stock is then listed) or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock issuable upon conversion of the Preferred Stock in compliance with the applicable listing standards of NASDAQ (or such exchange or automated quotation system on which the Common Stock is then listed).
Appears in 4 contracts
Samples: Investment Agreement, Registration Rights Agreement (Beacon Roofing Supply Inc), Registration Rights Agreement (CD&R Boulder Holdings, L.P.)
Certain Adjustment Rules. If an adjustment in the Conversion Price made hereunder would reduce the Conversion Price to an amount below par value of the Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of the Common Stock. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 910, the Corporation shall use its reasonable best efforts to take any and all actions which may be necessary, including including, without limitation, obtaining regulatory, NASDAQ New York Stock Exchange (or such exchange or automated quotation system on which the Common Stock is then listed) or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock issuable upon conversion of the Series B Preferred Stock in compliance with the applicable listing standards of NASDAQ (or such exchange or automated quotation system on which the Common Stock is then listed)Stock.
Appears in 3 contracts
Samples: Amendment Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc)
Certain Adjustment Rules. If an adjustment in the Conversion Price made hereunder pursuant to Section 7(a)(iv) would reduce the Conversion Price to an amount below par value of the Common StockFloor Price, then such adjustment in Conversion Price made hereunder shall only reduce the Conversion Price to the par value of the Common StockFloor Price. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 97, the Corporation shall use its reasonable best efforts to take any and all actions which may be necessary, including obtaining regulatory, NASDAQ (or such exchange or automated quotation system on which the Common Stock is then listed) or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock issuable upon conversion of the Preferred Stock in compliance with the applicable listing standards of NASDAQ (or such exchange or automated quotation system on which the Common Stock is then listed).
Appears in 3 contracts
Samples: Subscription Agreement (MedTech Acquisition Corp), Subscription Agreement (MedTech Acquisition Corp), Backstop Letter Agreement (MedTech Acquisition Corp)
Certain Adjustment Rules. If an adjustment in the Conversion Price made hereunder would reduce the Conversion Price to an amount below par value of the Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value of the Common Stock. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 9, the Corporation shall use its reasonable best efforts to take any and all actions which may be necessary, including obtaining regulatory, NASDAQ NYSE (or such exchange or automated quotation system on which the Common Stock is then listed) or stockholder approvals or exemptions, in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock issuable upon conversion of the Preferred Stock in compliance with the applicable listing standards of NASDAQ NYSE (or such exchange or automated quotation system on which the Common Stock is then listed).
Appears in 2 contracts
Samples: Registration Rights Agreement (Resideo Technologies, Inc.), Investment Agreement (Resideo Technologies, Inc.)