Common use of Prorata Adjustments Clause in Contracts

Prorata Adjustments. If LifeMap, at any time after the Effective Date, shall (A) pay a dividend in Common Stock or make a distribution in Common Stock, (B) subdivide its outstanding Common Stock, (C) combine its outstanding Common Stock into a smaller number of shares of Common Stock or (D) reclassify or change (including a change to the right to receive, or a change into, as the case may be (other than with respect to a merger or consolidation pursuant to the exercise of appraisal rights), shares of stock, other securities, property, cash or any combination thereof) its Common Stock (including any such reclassification or change in connection with a consolidation or merger in which LifeMap is the surviving corporation), the number of LifeMap Shares purchasable hereunder upon cancellation of each Warrant in connection with the exercise of this Option immediately prior thereto shall be adjusted so that the Purchaser shall be entitled to receive from the Company the kind and number of shares of Common Stock or other securities of LifeMap or other property which the Purchaser would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been cancelled in connection with the exercise of this Option immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Appears in 4 contracts

Samples: Option Agreement (Biotime Inc), Stock and Warrant Purchase Agreement (Biotime Inc), Stock and Warrant Purchase Agreement (Biotime Inc)

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Prorata Adjustments. If LifeMapthe Company, at any time after the Effective Datedate of the execution of the Securities Purchase Agreement, shall (Ai) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (Bii) subdivide its outstanding shares of Common Stock, (Ciii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (Div) reclassify or change (including a change to the right to receive, or a change into, as the case may be (other than with respect to a merger or consolidation pursuant to the exercise of appraisal rights), shares of stock, other securities, property, cash or any combination thereof) its Common Stock (including any such reclassification or change in connection with a consolidation or merger in which LifeMap the Company is the surviving corporation), the number of LifeMap Warrant Shares purchasable hereunder upon cancellation exercise of each Warrant in connection with the exercise of this Option immediately prior thereto shall be adjusted so that the Purchaser Holder of a Warrant shall be entitled to receive from the Company the kind and number of shares of Common Stock Warrant Shares or other securities of LifeMap the Company or other property which the Purchaser Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been cancelled in connection with the exercise of this Option exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Appears in 2 contracts

Samples: Stock and Warrant Purchase Agreement (Biotime Inc), Stock and Warrant Purchase Agreement (Biotime Inc)

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