Conversion Adjustment. The Conversion Price in effect at any time is subject to adjustment from time to time in the events and in the manner provided as follows:
Conversion Adjustment. In the event that the Corporation shall at any time prior to conversion either (a) subdivide the outstanding shares of Common Stock into a greater number of shares, (b) combine the outstanding shares of Common Stock into a smaller number of shares, (c) change the outstanding shares of Common Stock into the same or a given number of shares of any other class or classes of stock, (d) declare on or in respect of the Common Stock a dividend payable in shares or other securities of the Corporation, then the holders of the Series B Stock shall be entitled to receive the same number of shares or other securities of the Corporation, or shall be entitled to subscribe for and purchase at the same price that the shares or securities are offered to holders of Common Stock, the number of such shares or the amount of such securities as will represent the same proportion of the outstanding Common Stock prior to such increase or decrease as they would have been entitled to receive or subscribe for, as the case may be, had they been holders of the number of shares of Common Stock into which their shares of Series B Stock were convertible on the record date for any such dividend or subscription. The Board of Directors shall determine what adjustments shall be made in the Stated Value and in the market prices for the Corporation's Common Stock in order to appropriately reflect and account for any such change.
Conversion Adjustment. If applicable, whenever the Conversion Ratio is adjusted, as herein provided or as provided in the appropriate amendment to this Certificate of Incorporation, the Corporation shall promptly file with the transfer agent, if any, for the Common Stock of the Corporation a statement signed by the President or a Vice President or the Secretary or the Treasurer setting forth the adjusted Conversion Ratio determined as so provided. Such statement shall set forth in reasonable detail such facts as may be necessary to show the reason for and the manner of computing such adjustment; and
Conversion Adjustment. The Parties expect that the Direct Flow --------------------- (as described in Exhibit D hereto and incorporated herein) will change over the Term of this Agreement. The Parties agree that there will be an introductory period for Direct Flow changes (including the introduction of new products) during which time Autoweb will evaluate the effect on D2 Leads. To the extent that such changes (e.g., moving "Payment Options" toward the beginning, adding parts sales, etc.) materially reduces conversion to D2 Leads (e.g., adds profit margin which Autoweb does not participate in and reduces conversion), the Parties will work together in good faith to optimize D2 Lead conversions. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT
Conversion Adjustment. Notwithstanding (i) the number of shares of Preferred Stock received by each Holder at Closing, (ii) the Conversion Price as set forth in the Designation of Rights and Preferences of Series C Voting Convertible Preferred Stock (the "Certificate of Designation") of the Company, and (iii) the number of accounts in which the Preferred Stock is held by the Holders, the Company and each Holder hereby agree that the number of Conversion Shares each Holder shall receive upon consummation of the Automatic Conversion shall be calculated on a pro-rata basis as determined by the aggregate principal amount of Old Notes tendered by such Holder in relation to the aggregate principal amount of Old Notes tendered by all of the Holders in the Exchange, the aggregate principal amount of which shall be $63,700,000 (the "Conversion Adjustment"). This Section 1.1 is designed solely to effect the true economic transaction agreed to between the Company and the Holders and to resolve any disproportionate distributions of Preferred Stock that would otherwise arise as a result of the rounding down of shares in DTC's book-entry system. Notwithstanding the foregoing, the Conversion Adjustment shall not serve to increase the aggregate number of Conversion Shares issuable upon the Automatic Conversion, as such terms are set forth in the Company's Certificate of Designation.
Conversion Adjustment. The Parties expect that the Direct Flow (as --------------------- described in Exhibit D hereto and incorporated herein) will change over the Term of this Agreement. The Parties agree that there will be an introductory period for Direct Flow changes (including the introduction of new products) during which time Autoweb will evaluate the effect on D2 Leads. To the extent that such changes (e.g., moving "Payment Options" toward the beginning, adding parts sales, etc.) materially reduces conversion to D2 Leads (e.g., adds profit margin which Autoweb does not participate in and reduces conversion), the Parties will work together in good faith to optimize D2 Lead conversions.
3. PHASE IN OF REFERRAL PROGRAM AND ACCESS TO CONFIGURATOR AND SITE CONTENTS AUTOWEB AND CARSDIRECT STRATEGIC AGREEMENT The Parties agree to implement a program to generate D1 Leads and D2 Leads in phases as follows:
Conversion Adjustment. Subject to the waiver described in Section 2.f above, the Issuer shall issue to Senyun such number of shares of Common Stock as is equal to the difference between (x) the actual number of Conversion Shares issued to Senyun on $19,000,000 in aggregate principal amount of New Notes previously converted by Senyun and (y) the number of Conversion Shares that would have been issued to Senyun as if the Conversion Price applicable to such New Notes were $0.8925. The shares to be issued to Senyun pursuant to this Section 3 shall take into account any beneficial ownership limitation applicable to Senyun and may be issued in multiple tranches to ensure compliance with such beneficial ownership limitation.
Conversion Adjustment. (a) In the event the Corporation shall, at any time after the issuance of any share of Series B Preferred Stock, declare or pay any dividend or make any distribution on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then in each such case the Conversion Ratio shall be adjusted, so that the holder of any shares of Series B Preferred Stock shall be entitled to receive upon conversion thereof the number of shares of Common Stock or other securities or property that such holder would have owned or have been entitled to receive upon the happening of such event had such Series B Preferred Stock been converted immediately prior to the relevant record date or, if there is no such record date, the effective date of such event.
(b) The “Conversion Price” shall initially be $0.18 and shall be adjusted from time to time as provided in this subsection (b). If the Conversion Ratio shall be adjusted pursuant to subsection (a) above, then in each such case, a corresponding adjustment shall be made to the Conversion Price in accordance with the following formula: P = Po x Ro R where: P = the adjusted Conversion Price in effect immediately following such adjustment. Po = the Conversion Price in effect immediately prior to such adjustment. Ro = the Conversion Ratio in effect immediately prior to the adjustment. R = the Conversion Ratio in effect immediately following the adjustment.
(c) The provisions of this Section 6 shall be applied successively each time there shall occur any event for which an adjustment is required to be made pursuant to subsection (a) above.
(d) Subject to the restrictions contained in Section 8(a)(iv) below, in the event the Corporation shall, at any time after the issuance of any share of Series B Preferred Stock, declare or pay any dividend or make any distribution on Common Stock payable in securities or other property of the Corporation other than shares of Common Stock or cash, in which dividend or distribution the holders of Series B Preferred Stock do not otherwise participate, then provision shall be made so that the holders of Series B Preferred Stock shall receive upon conversion thereof in addition to the number of shares of Common Stock receivable thereupon, the amount of such securities of the Corporation or value of such other property that they would have...
Conversion Adjustment. 6 SECTION 2.28 Current Members.....................................6 SECTION 2.29 Delaware Act........................................6 SECTION 2.30 Designation.........................................6
Conversion Adjustment
