Common use of OII Capital Stock Clause in Contracts

OII Capital Stock. (a) On or prior to the Maturity Date, in lieu of Softbank's receipt of re-payment of the Obligations in lawful currency of the United States in immediately available funds as provided in Section 3.4, Softbank may elect, in its sole discretion: (i) to require OptiMark to cause OptiMark, Inc. to deliver to Softbank twenty-eight (28) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Common Stock held by OptiMark, Inc. and one hundred fifty-eight (158) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Preferred Stock held by OptiMark, Inc. as re-payment of the Principal Amount, and (ii) to receive payment of all Obligations less the Principal Amount as set forth in Section 3.4 hereto. (b) Adjustments to Number of Shares of OII Common Stock and OII Preferred Stock for Dividends and for Combinations or Subdivisions. In the event that OptiMark Innovations at any time or from time to time after the Closing Date but on or prior to the Maturity Date shall declare or pay, without consideration, any dividend on shares of OII Common Stock payable in shares of OII Common Stock or any dividend on shares of OII Preferred Stock payable in shares of OII Preferred Stock or, in either case, in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration, or shall effect a subdivision of the outstanding shares of OII Common Stock or OII Preferred Stock into a greater number of shares of OII Common Stock or OII Preferred Stock, respectively (by stock split, reclassification or otherwise than by payment of a dividend in capital stock of OptiMark Innovations or in any right to acquire such capital stock), or in the event the outstanding shares of OII Common Stock or OII Preferred Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of OII Common Stock or OII Preferred Stock, as applicable, then the number of shares OII Common Stock or OII Preferred Stock, as applicable, which OptiMark shall be required to cause OptiMark, Inc. to deliver to Softbank pursuant to Section 3.5(a) immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that OptiMark Innovations shall declare or pay, without consideration, any dividend on the OII Common Stock or OII Preferred Stock payable in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration then OptiMark Innovations shall be deemed to have made a dividend payable in OII Common Stock or OII Preferred Stock, as the case may be, in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire OII Common Stock or OII Preferred Stock.

OII Capital Stock. (a) On or prior to the Maturity Date, in lieu of Softbank's receipt of re-payment of the Obligations in lawful currency of the United States in immediately available funds as provided in Section 3.4, Softbank may elect, in its sole discretion: (i) to require OptiMark the Company to cause OptiMark, Inc. to deliver to Softbank twenty-eight (28) 8) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Common Stock held by OptiMark, Inc. and one hundred fiftyforty-eight (15848) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Preferred Stock held by OptiMark, Inc. as re-payment of the Principal Amount, and (ii) to receive payment of all Obligations less the Principal Amount as set forth in Section 3.4 hereto. (b) Adjustments to Number of Shares of OII Common Stock and OII Preferred Stock for Dividends and for Combinations or Subdivisions. In the event that OptiMark Innovations at any time or from time to time after the Closing Date but on or prior to the Maturity Date shall declare or pay, without consideration, any dividend on shares of OII Common Stock payable in shares of OII Common Stock or any dividend on shares of OII Preferred Stock payable in shares of OII Preferred Stock or, in either case, in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration, or shall effect a subdivision of the outstanding shares of OII Common Stock or OII Preferred Stock into a greater number of shares of OII Common Stock or OII Preferred Stock, respectively (by stock split, reclassification or otherwise than by payment of a dividend in capital stock of OptiMark Innovations or in any right to acquire such capital stock), or in the event the outstanding shares of OII Common Stock or OII Preferred Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of OII Common Stock or OII Preferred Stock, as applicable, then the number of shares OII Common Stock or OII Preferred Stock, as applicable, which OptiMark shall be required to cause OptiMark, Inc. to deliver to Softbank pursuant to Section 3.5(a) immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that OptiMark Innovations shall declare or pay, without consideration, any dividend on the OII Common Stock or OII Preferred Stock payable in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration then OptiMark Innovations shall be deemed to have made a dividend payable in OII Common Stock or OII Preferred Stock, as the case may be, in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire OII Common Stock or OII Preferred Stock.

OII Capital Stock. (a) On or prior to the Maturity Date, in lieu of Softbank's receipt of re-payment of the Obligations in lawful currency of the United States in immediately available funds as provided in Section 3.4, Softbank may elect, in its sole discretion: (i) to require OptiMark the Company to cause OptiMark, Inc. to deliver to Softbank twenty-eight twelve (2812) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Common Stock held by OptiMark, Inc. and one hundred fifty-eight four (15854) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Preferred Stock held by OptiMark, Inc. as re-payment of the Principal Amount, and (ii) to receive payment of all Obligations less the Principal Amount as set forth in Section 3.4 hereto. (b) Adjustments to Number of Shares of OII Common Stock and OII Preferred Stock for Dividends and for Combinations or Subdivisions. In the event that OptiMark Innovations at any time or from time to time after the Closing Date but on or prior to the Maturity Date shall declare or pay, without consideration, any dividend on shares of OII Common Stock payable in shares of OII Common Stock or any dividend on shares of OII Preferred Stock payable in shares of OII Preferred Stock or, in either case, in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration, or shall effect a subdivision of the outstanding shares of OII Common Stock or OII Preferred Stock into a greater number of shares of OII Common Stock or OII Preferred Stock, respectively (by stock split, reclassification or otherwise than by payment of a dividend in capital stock of OptiMark Innovations or in any right to acquire such capital stock), or in the event the outstanding shares of OII Common Stock or OII Preferred Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of OII Common Stock or OII Preferred Stock, as applicable, then the number of shares OII Common Stock or OII Preferred Stock, as applicable, which OptiMark shall be required to cause OptiMark, Inc. to deliver to Softbank pursuant to Section 3.5(a) immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that OptiMark Innovations shall declare or pay, without consideration, any dividend on the OII Common Stock or OII Preferred Stock payable in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration then OptiMark Innovations shall be deemed to have made a dividend payable in OII Common Stock or OII Preferred Stock, as the case may be, in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire OII Common Stock or OII Preferred Stock.

OII Capital Stock. (a) On or prior to the Maturity Date, in lieu of Softbank's receipt of re-payment of the Obligations in lawful currency of the United States in immediately available funds as provided in Section 3.4, Softbank may elect, in its sole discretion: : (i) to require OptiMark to cause OptiMark, Inc. to deliver to Softbank twenty-eight twelve (2812) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Common Stock held by OptiMark, Inc. and one hundred fiftyseventy-eight two (15872) shares (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) of OII Preferred Stock held by OptiMark, Inc. as re-payment of the Principal Amount, and ; and (ii) to receive payment of all Obligations less the Principal Amount (the "Remainder Obligation") either: (1) in cash, as set forth in Section 3.4 hereto; or (2) by requiring OptiMark to cause OptiMark, Inc. to deliver to Softbank that number of additional shares of OII Common Stock and OII Preferred Stock (as adjusted pursuant to Sections 3.5(b), (c) and (d) below) held by OptiMark, Inc. and equal to the Remainder Obligation, where (A) each share of OII Common Stock shall be valued at the OII Common Stock Conversion Price (as adjusted pursuant to Section 3.5(d) below) and (B) each share of OII Preferred Stock shall be valued at the OII Preferred Stock Conversion Price (as adjusted pursuant to Section 3.5(d) below). (b) Adjustments to Number of Shares of OII Common Stock and OII Preferred Stock for Dividends and for Combinations or Subdivisions. In the event that OptiMark Innovations at any time or from time to time after the Closing Date but on or prior to the Maturity Date shall declare or pay, without consideration, any dividend on shares of OII Common Stock payable in shares of OII Common Stock or any dividend on shares of OII Preferred Stock payable in shares of OII Preferred Stock or, in either case, in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration, or shall effect a subdivision of the outstanding shares of OII Common Stock or OII Preferred Stock into a greater number of shares of OII Common Stock or OII Preferred Stock, respectively (by stock split, reclassification or otherwise than by payment of a dividend in capital stock of OptiMark Innovations or in any right to acquire such capital stock), or in the event the outstanding shares of OII Common Stock or OII Preferred Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of OII Common Stock or OII Preferred Stock, as applicable, then the number of shares OII Common Stock or OII Preferred Stock, as applicable, which OptiMark shall be required to cause OptiMark, Inc. to deliver to Softbank pursuant to Section 3.5(a) immediately prior to such event shall, concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that OptiMark Innovations shall declare or pay, without consideration, any dividend on the OII Common Stock or OII Preferred Stock payable in any right to acquire OII Common Stock or OII Preferred Stock, respectively, for no consideration then OptiMark Innovations shall be deemed to have made a dividend payable in OII Common Stock or OII Preferred Stock, as the case may be, in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire OII Common Stock or OII Preferred Stock.