Dividends of Other Securities and Assets Sample Clauses

Dividends of Other Securities and Assets. In case the Company shall, by dividend or otherwise, distribute to all holders of Common Stock shares of any class of Capital Stock of the Company, debt securities, assets or other property of the Company (excluding (w) any dividend or distribution paid exclusively in cash, (x) any dividend or distribution referred to in Section 13(a), (y) any distribution of Rights referred to in Section 13(e) or (z) any distribution as a result of a Fundamental Change Transaction) (any of the foregoing non-excluded distributions hereinafter in this Section 13(c) called the “Distributed Assets”), then, in each such case, the Exercise Price for each Class A Warrant shall be decreased so that such Exercise Price shall be equal to the price determined by dividing such Exercise Price in effect on the Record Date with respect to such dividend or distribution by a fraction,
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Dividends of Other Securities and Assets. In case the Company shall, by dividend or otherwise, distribute to all holders of Common Stock shares of any class of Capital Stock of the Company, debt securities, assets or other property of the Company (excluding (w) any dividend or distribution paid exclusively in cash, (x) any dividend or distribution referred to in Section 13(a), (y) any distribution of Rights referred to in Section 13(e) or (z) any distribution as a result of a Fundamental Change Transaction) (any of the foregoing non-excluded distributions hereinafter in this Section 13(c) called the “Distributed Assets”), then, in each such case, the Exercise Price for each Class A Warrant shall be decreased so that such Exercise Price shall be equal to the price determined by dividing such Exercise Price in effect on the Record Date with respect to such dividend or distribution by a fraction, .1 the numerator of which shall be the Fair Market Value of the Common Stock on such Record Date; and .2 the denominator of which shall be (x) the Fair Market Value of the Common Stock on the Record Date minus (y) the fair market value of the Distributed Assets applicable to one (1) share of Common Stock, as reasonably determined by the Board in good faith on the basis of such information as it considers appropriate (without regard to any illiquidity or minority discounts) (the “Asset Value”), such adjustment to become effective immediately prior to the opening of business on the first Business Day following such Record Date; provided, however, that in the event the then Asset Value (as so determined) of the portion of the Distributed Assets so distributed applicable to one (1) share of Common Stock is equal to or greater than the Fair Market Value of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that the holder of a Class A Warrant shall have the right to receive upon exercise of the Class A Warrant the amount of Distributed Assets such holder would have received had the holder exercised such Class A Warrant on the Record Date. If the Exercise Price of a Class A Warrant is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of such Class A Warrant shall be correspondingly increased by multiplying such number by the same fraction set forth above. In the event that such dividend or distribution is not so paid or made, the number of shares of Common Stock issuable upon exercise of a Class A Warrant and the...

Related to Dividends of Other Securities and Assets

  • If Other Securities and Warrants Warrant Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [●] Warrants for each [$[●] principal amount] [[●] shares] of Other Securities issued.]

  • Adjustments for Dividends in Stock or Other Securities or Property If while the Warrants, or any portion thereof, remain outstanding and unexpired, the Holders shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, the Warrants shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of the Warrants, and without payment of any additional consideration therefore, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of the Warrants on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 7.

  • No Inclusion of Other Securities The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

  • Adjustment for Dividends or Distributions of Stock or Other Securities or Property In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in (a) securities of the Company (including debt instruments) or (b) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such additional securities or other assets distributed with respect to such shares as aforesaid during such period giving effect to all adjustments called for by this SECTION 4.

  • Dividends; Other Rights The Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers Shares to the Participant. The Participant is not entitled to vote any Shares by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any Share prior to the payment date with respect to such Share. The Participant shall have the rights of a shareholder only as to those Shares, if any, that are actually delivered under this Award.

  • Dividends and Voting Rights (a) All dividends and other distributions with respect to any of the Pledged Interests shall be subject to the pledge hereunder, provided, however, that cash dividends paid to a Pledgor as record owner of the Pledged Interests, to the extent permitted by the Credit Agreement to be declared and paid, may be retained by such Pledgor so long as no Event of Default shall have occurred and be continuing, free from any Liens hereunder.

  • Uncertificated Securities and Certain Other Investment Property The Debtor will permit the Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property not represented by certificates which are Collateral to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Agent granted pursuant to this Security Agreement. The Debtor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Collateral and which are Securities and (ii) any financial intermediary which is the holder of any Investment Property, to cause the Agent to have and retain Control over such Securities or other Investment Property. Without limiting the foregoing, the Debtor will, with respect to Investment Property held with a financial intermediary, cause such financial intermediary to enter into a control agreement with the Agent in form and substance satisfactory to the Agent.

  • Cash Dividends; Voting Rights Unless an Event of Default has occurred and the Administrative Agent has given notice to the Pledgors of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7 hereof, the Pledgors shall be permitted to receive all cash dividends, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Pledge Agreement or any other Credit Document.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Inclusion of Other Securities The Company shall not register securities (other than Registrable Securities) for sale for the account of any Person other than the Company in any registration requested pursuant to Section 3.1(a) unless permitted to do so by the written consent of holders holding at least a majority (by number of shares) of the Registrable Securities proposed to be sold in such registration.

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