Common use of Other Distributions Clause in Contracts

Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A), then, in each such case for the purpose of this subsection 4(d), the holders of each series of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: Confidential Treatment Requested (Vitae Pharmaceuticals, Inc), Confidential Treatment Requested (Vitae Pharmaceuticals, Inc)

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Other Distributions. In the event this the Corporation at any time after the Series D Original Issue Date shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options Options or rights Rights not referred to in subsection 4(d)(i)(ASection 3(d)(i), then, in each such case for the purpose of this subsection 4(dSection 3(e), the holders of each series of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: Series D Preferred Stock Purchase Agreement (Niku Corp), Voting Agreement (Niku Corp)

Other Distributions. In the event this Corporation corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A3(c)(iii), then, in each such case for the purpose of this subsection 4(d3(d), the holders of each series of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation corporation into which their shares of such series of Preferred Stock Stock, as the case may be, are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: License Agreement (Chimerix Inc), License Agreement (Chimerix Inc)

Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A6(e)(iii), then, in each such case for the purpose of this subsection 4(d6(f), the holders of each series of the Series D Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Series D Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation entitled to receive such distributiondistribution without regard to any limitations on the conversion of the Series D Preferred Stock contained in this Certificate of Designation.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Mullen Automotive Inc.)

Other Distributions. In the event this Corporation corporation shall ------------------- declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A4(c)(iii), then, in each such case for the purpose of this subsection 4(d), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation the corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation the corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Corsair Communications Inc), Warrant Agreement (Corsair Communications Inc)

Other Distributions. In the event this the Corporation shall declare a --- ------------------- distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A)paragraph A(5)(c)(iii) hereof, then, in each such case for the purpose of this subsection 4(dparagraph A(5)(d), the holders of each series shares of Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Class B Common Stock of this Corporation into which their shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of shares of Class B Common Stock of this Corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Morse Partners LTD), Securities Purchase Agreement (Canisco Resources Inc)

Other Distributions. In the event this the Corporation shall declare a --- ------------------- distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A)paragraph A(5)(c)(iii) hereof, then, in each such case for the purpose of this subsection 4(dparagraph A(5)(d), the holders of each series shares of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of shares of Common Stock of this Corporation entitled to receive such distribution.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Canisco Resources Inc), Securities Purchase Agreement (Morse Partners LTD)

Other Distributions. In the event this the Corporation shall declare a distribution payable in securities of the Corporation (other personsthan shares of Common Stock), evidences securities of other entities, securities evidencing indebtedness issued by this the Corporation or other personsentities, assets (excluding including cash dividends) or options or rights not referred to in subsection 4(d)(i)(A)rights, then, in each such case for the purpose of this subsection 4(d)Section 6, the holders of each series of the Class B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of such Class B Preferred Stock are were convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Employment Agreement (Medical Industries of America Inc)

Other Distributions. In the event this Corporation shall declare a ------------------- distribution payable in securities of other personsentities, evidences of indebtedness issued by this Corporation or other personsentities, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A5(d)(iii), then, in each such case for the purpose other purposes of this subsection 4(d5(e), the holders of each series of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ward North America Holding Inc)

Other Distributions. In the event this the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) ), securities of the Corporation other than Common Stock or options or rights not referred to in subsection 4(d)(i)(A)Section 4(c) hereof, then, in each such case for the purpose of this subsection Section 4(d), the holders of each series shares of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of shares of Common Stock of this Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Med-Design Corp)

Other Distributions. In the event this Corporation corporation shall declare ------------------- a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A4(c)(iii), then, in each such case for the purpose of this subsection 4(d), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation the corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation the corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corsair Communications Inc)

Other Distributions. In On or prior to the Conversion Termination Date, in the event this the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A)Section 4, then, in each such case for the purpose of this subsection 4(d)Section 7, the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series A Preferred Stock are would be convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Photogen Technologies Inc)

Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A6(e)(iii), then, in each such case for the purpose of this subsection 4(d6(f), the holders of each series of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation entitled to receive such distributiondistribution without regard to any limitations on the conversion of the Series B Preferred Stock contained in this Certificate of Designation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ideanomics, Inc.)

Other Distributions. In the event this the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A5(d)(i), then, in each such case for the purpose of this subsection 4(d6(e), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Odwalla Inc)

Other Distributions. In the event this the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(ASubsection 5(c)(i), then, in each such case for the purpose of this subsection 4(dSubsection 5(d), the holders of each series of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Apollo Medical Holdings, Inc.)

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Other Distributions. In the event this Corporation corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A4(c)(iii), then, in each such case for the purpose of this subsection 4(d), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation the corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation the corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Investment Agreement (PDT Inc /De/)

Other Distributions. In the event this Corporation corporation shall ------------------- declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A3(d)(i), then, in each such case for the purpose of this subsection 4(d3(e), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Foundry Networks Inc

Other Distributions. In the event this the Corporation shall declare a distribution to holders of Common Stock payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(ASection 4(c) or 4(d), then, in each such case for the purpose of this subsection 4(dSection 4(e), the holders of each series of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gargoyles Inc)

Other Distributions. In the event this the Corporation shall declare a ------------------- distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A5(d)(iii), then, in each such case for the purpose of this subsection 4(d5(e), the holders of each series of the Series C Convertible Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Series C Convertible Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Securities Purchase Agreement (Endorex Corp)

Other Distributions. In the event this Corporation corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A3A(d)(iv), then, in each such case for the purpose of this subsection 4(d3A(e), the holders of each series of the Series D Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation corporation into which their shares of Series D Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Inc)

Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(AArticle IV.B.4(d)(iii), then, in each such case for the purpose of this subsection 4(dArticle IV.B.4(e), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Agreement (KeyOn Communications Holdings Inc.)

Other Distributions. In the event this Corporation corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A)Section D(4)(h) hereof, then, in each such case for the purpose of this subsection 4(dSection D(5), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Transpac Capital Pte LTD)

Other Distributions. In the event this Corporation corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(A6(d)(iii), then, in each such case for the purpose of this subsection 4(d6(e), the holders of each series of the Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation the corporation into which their shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation the corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Shareholders' Agreement (Pemstar Inc)

Other Distributions. In the event this the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(i)(ASection 4(d)(i) or 4(d)(ii), then, in each such case for the purpose of this subsection 4(dSection 4(e), the holders of each series of Series A and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this the Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this the Corporation entitled to receive such distribution.

Appears in 1 contract

Samples: Voting Agreement (WhiteSmoke, Inc.)

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