Common use of Extraordinary Dividend Clause in Contracts

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 7 contracts

Samples: FMG Acquisition Corp, FMG Acquisition Corp, Registration Rights Agreement (Tailwind Financial Inc.)

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Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination or (iv) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 4 contracts

Samples: International Brands Management Group LTD, International Brands Management Group LTD, International Brands Management Group LTD

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination Combination, or (ivd) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary DividendEXTRAORDINARY DIVIDEND"), then the Exercise Warrant Price (other than with respect to the Purchase Option Warrants) shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 4 contracts

Samples: Warrant Agreement (Inter-Atlantic Financial, Inc.), Warrant Agreement (Inter-Atlantic Financial, Inc.), Warrant Agreement (Inter-Atlantic Financial, Inc.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (i) as described in Sections 6.1.14.1.1, 6.1.3 4.2 or 6.1.44.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination or (iv) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 3 contracts

Samples: Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP), Warrant Agreement (Santa Monica Media CORP)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (iw) as described in Sections 6.1.14.1.1, 6.1.3 4.2 or 6.1.44.4, (iix) regular quarterly or other periodic dividends, (iiiy) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination (as such term is used in the Registration Statement) or (ivz) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 3 contracts

Samples: Warrant Agreement (Highlands Acquisition Corp), Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Highlands Acquisition Corp)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as a described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination Combination, or (ivd) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 3 contracts

Samples: Form of Warrant Agreement (Sports Properties Acquisition Corp.), Form of Warrant Agreement (Sports Properties Acquisition Corp.), Warrant Agreement (Sports Properties Acquisition Corp.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (iw) as described in Sections 6.1.14.1, 6.1.3 or 6.1.44.3 and 4.5, (iix) regular regularly quarterly or other periodic dividends, (iiiy) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination (as such term is used in the Registration Statement) or (ivz) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective effectively immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 2 contracts

Samples: Form of Warrant Agreement (MBF Healthcare Acquisition Corp.), Form of Warrant Agreement (MBF Healthcare Acquisition Corp.)

Extraordinary Dividend. If the Company, at any time while this the Warrants or Purchase Option is are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (i) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 2 contracts

Samples: Warrant Agreement (Granahan McCourt Acquisition CORP), Warrant Agreement (Granahan McCourt Acquisition CORP)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (iw) as described in Sections 6.1.14.1.1, 6.1.3 4.2 or 6.1.44.4, (iix) regular quarterly or other periodic dividends, (iiiy) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination (as such term is used in the Registration Statement) or (ivz) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary DividendEXTRAORDINARY DIVIDEND"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 2 contracts

Samples: Warrant Agreement (Churchill Ventures LTD), Warrant Agreement (Churchill Ventures LTD)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock Ordinary Shares (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (iw) as described in Sections 6.1.111.1.1, 6.1.3 11.2 or 6.1.411.4, (iix) regular quarterly or other periodic dividends, (iiiy) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination or (ivz) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a an Initial Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (North Asia Investment CORP)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion redemption rights of the holders of Common Stock upon consummation of the Company's initial Business Combination Combination, or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Education Media, Inc.

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock Ordinary Shares (or other shares of the Company's ’s capital stock receivable upon exercise of the Purchase Option), other than (i) as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock Ordinary Shares upon consummation of the Company's ’s initial Business Combination or (iv) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock Ordinary Share in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: China Fundamental Acquisition Corp

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (i) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination or (iv) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (Granahan McCourt Acquisition CORP)

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Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination Combination, or (ivd) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (Education Media, Inc.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as described in Sections 6.1.14.1.1, 6.1.3 4.2 or 6.1.44.4, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination (as such term is used in the Registration Statement) or (ivd) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary DividendEXTRAORDINARY DIVIDEND"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (China Pacific Acquisition Corp)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (i) as described in Sections 6.1.14(a), 6.1.3 4(c) or 6.1.44(e), (ii) regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination Combination, or (iv) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (FIG Acquisition Corp.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination Combination, or (ivd) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Form of Warrant Agreement (National Security Solutions Inc.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are exerciseable), other than (ia) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination Combination, or (ivd) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (Atlas Acquisition Holdings Corp.)

Extraordinary Dividend. If the Company, at any time while this Purchase Option is outstanding and unexpiredduring the Exercise Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (iw) as described in Sections 6.1.14.1.1, 6.1.3 4.2 or 6.1.44.4, (iix) regular quarterly or other periodic dividends, (iiiy) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's initial Business Combination (as such term is used in the Registration Statement) or (ivz) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (Churchill Ventures LTD)

Extraordinary Dividend. If the Company, at any time while this the Warrants or Purchase Option is are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company's ’s capital stock receivable upon exercise of into which the Purchase OptionWarrants are convertible), other than (ia) as described in Sections 6.1.14.1, 6.1.3 4.3 or 6.1.44.5, (iib) regular quarterly or other periodic dividends, (iiic) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company's ’s initial Business Combination Combination, or (ivd) in connection with the Company's ’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an "Extraordinary Dividend"), then the Exercise Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's ’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.

Appears in 1 contract

Samples: Warrant Agreement (Transforma Acquisition Group Inc.)

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