Common use of Other Dividends and Distributions Clause in Contracts

Other Dividends and Distributions. The issuance as a dividend or distribution to any holders of Common Stock of evidences of indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights that are the subject of Section 4(b) below), cash or other property, in which event the Exercise Price will be adjusted based on the following formula: where: E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = the Weighted Average Price of a share of Common Stock immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value of the portion of such dividend or distribution applicable to one share of Common Stock as of the Open of Business on the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.

Appears in 2 contracts

Samples: Registration Rights Agreement (Leap Therapeutics, Inc.), Leap Therapeutics, Inc.

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Other Dividends and Distributions. The issuance as a dividend or distribution to any holders of Class B Common Stock of evidences of indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights that are the subject of Section 4(b4(a) below), cash or other property, in which event the Exercise Price will be adjusted based on the following formula: where: E1 = E1= the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = E0= the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = P= the Weighted Average Price of a share of Class B Common Stock immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = FMV= the Fair Market Value of the portion of such dividend or distribution applicable to one share of Class B Common Stock as of the Open of Business on the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.

Appears in 2 contracts

Samples: RumbleOn, Inc., RumbleOn, Inc.

Other Dividends and Distributions. The issuance as a dividend or distribution to any holders of Class B Common Stock of evidences of indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights that are the subject of Section 4(b2(b) belowabove), cash or other property, in which event the Exercise Price will be adjusted based on the following formula: where: E1 = E0 x ((P - FMV) / P) E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = the Weighted Average Price of a share of Class B Common Stock immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value of the portion of such dividend or distribution applicable to one share of Class B Common Stock as of the Open of Business on the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.

Appears in 1 contract

Samples: RumbleOn, Inc.

Other Dividends and Distributions. The issuance as a dividend or distribution to any holders of Class B Common Stock of evidences of indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights that are the subject of Section 4(b) below), cash or other property, in which event the Exercise Price will be adjusted based on the following formula: where: E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = the Weighted Average Price of a share of Class B Common Stock immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value of the portion of such dividend or distribution applicable to one share of Class B Common Stock as of the Open of Business on the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.

Appears in 1 contract

Samples: RumbleON, Inc.

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Other Dividends and Distributions. The issuance as a dividend or distribution to any holders of Common Stock of evidences of indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights that are the subject of Section 4(b) below), cash or other property, in which event the Exercise Price will be adjusted based on the following formula: where: E1 = E1= the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = E0= the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = the Weighted Average Price of a share of Common Stock immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value of the portion of such dividend or distribution applicable to one share of Common Stock as of the Open of Business on the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.

Appears in 1 contract

Samples: Leap Therapeutics, Inc.

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