Share Reorganization. If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, the Company: (a) issues Common Shares or Convertible Securities to all or substantially all of the holders of Common Shares by way of stock dividend, other than (i) the issue from time to time of Common Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Common Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends in the ordinary course, (b) subdivides the outstanding Common Shares into a greater number of shares, or (c) combines or consolidates the outstanding Common Shares into a lesser number of shares, each of such events being a "Share Reorganization", the Price Adjustment Factor will be adjusted, effective immediately after the record date for the dividend or, in the case of a subdivision, combination, consolidation or reduction, effective immediately after the record date or the effective date if no record date is fixed, to the number that is the product of: (i) the Price Adjustment Factor in effect on that effective date or record date; and (ii) the fraction of which: (A) the numerator is the total number of Common Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and (B) the denominator is the total number of Common Shares that are or would be outstanding immediately after that effective date or record date after giving effect to the Share Reorganization. Common Shares (and Common Shares issuable upon conversion or exchange of Convertible Securities) issued or to be issued under a Share Reorganization will be deemed to be outstanding on the record date or effective date for such Share Reorganization for the purpose of calculating the number of outstanding Common Shares under Paragraph 6.4(a) and 6.4(c). To the extent that any Convertible Securities issued to holders of Common Shares by way of a stock dividend are not so converted or exchanged into or for Common Shares prior to the expiration of the right to do so, the conversion price will then be readjusted to the conversion price which would then be in effect based upon the number of Common Shares actually issued upon the conversion or exchange of the Convertible Securities.
Appears in 4 contracts
Samples: Warrant Indenture (Oragenics Inc), Warrant Indenture (Oragenics Inc), Warrant Indenture (Oragenics Inc)
Share Reorganization. If and whenever at any time from after the date of this Indenture hereof and prior to the expiry of Expiration Date the Warrant Exercise Period, the Company:
(a) issues Common Shares or Convertible Securities to all or substantially all of the holders of Common Shares by way of stock dividend, other than Company shall (i) the issue from time to time of Common Shares subdivide or Convertible Securities by way of stock dividend to shareholders who elect to receive Common Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends in the ordinary course,
(b) subdivides the re-divide its then outstanding Common Preferred Shares into a greater number of sharesPreferred Shares, or
(cii) combines reduce, combine or consolidates the consolidate its then outstanding Common Preferred Shares into a lesser number of shares, each of such events being a "Share Reorganization", the Price Adjustment Factor will be adjusted, effective immediately after the record date Preferred Shares or (iii) issue Preferred Shares (or securities exchangeable for the dividend or, in the case of a subdivision, combination, consolidation or reduction, effective immediately after the record date or the effective date if convertible into Preferred Shares) at no record date is fixed, additional cost to the number that is the product of:
(i) the Price Adjustment Factor in effect on that effective date or record date; and
(ii) the fraction of which:
(A) the numerator is the total number of Common Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and
(B) the denominator is the total number of Common Shares that are or would be outstanding immediately after that effective date or record date after giving effect to the Share Reorganization. Common Shares (and Common Shares issuable upon conversion or exchange of Convertible Securities) issued or to be issued under a Share Reorganization will be deemed to be outstanding on the record date or effective date for such Share Reorganization for the purpose of calculating the number of outstanding Common Shares under Paragraph 6.4(a) and 6.4(c). To the extent that any Convertible Securities issued to holders of Common all or substantially all of its then outstanding Preferred Shares by way of a stock dividend or other distribution, other than a dividend paid in the ordinary course or a distribution of Preferred Shares upon the exercise of any outstanding warrants or options (any of such events herein called a “Share Reorganization”), then the Purchase Price shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Preferred Shares are not so determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Purchase Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Share Reorganization and the denominator of which shall be the number of Preferred Shares outstanding immediately after giving effect to such Share Reorganization including, in the case where securities exchangeable for or convertible into Preferred Shares are distributed, the number of Preferred Shares that would be outstanding if such securities were exchanged for or converted or exchanged into or for Common Preferred Shares. Upon any such adjustment to the Purchase Price, then the number of Preferred Shares purchasable pursuant to this Warrant shall be adjusted contemporaneously by multiplying the number of Preferred Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to the expiration adjustment and the denominator of which shall be the right to do so, the conversion price will then be readjusted to the conversion price which would then be in effect based upon the number of Common Shares actually issued upon the conversion or exchange of the Convertible SecuritiesPurchase Price resulting from such adjustment.
Appears in 2 contracts
Samples: Loan Agreement (Enerkem Inc.), Preferred Share Purchase Warrant (Enerkem Inc.)
Share Reorganization. If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, the Company:
(a) issues Common Shares or Convertible Securities to all or substantially all of the holders of Common Shares by way of stock dividend, other than (i) the issue from time to time of Common Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Common Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends in the ordinary course,
(b) subdivides the outstanding Common Shares into a greater number of shares, or
(c) combines or consolidates the outstanding Common Shares into a lesser number of shares, each of such events being a "“Share Reorganization"”, the Price Adjustment Factor will be adjusted, effective immediately after the record date for the dividend or, in the case of a subdivision, combination, consolidation or reduction, effective immediately after the record date or the effective date if no record date is fixed, to the number that is the product of:
(i) the Price Adjustment Factor in effect on that effective date or record date; and
(ii) the fraction of which:
(A) the numerator is the total number of Common Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and
(B) the denominator is the total number of Common Shares that are or would be outstanding immediately after that effective date or record date after giving effect to the Share Reorganization. Common Shares (and Common Shares issuable upon conversion or exchange of Convertible Securities) issued or to be issued under a Share Reorganization will be deemed to be outstanding on the record date or effective date for such Share Reorganization for the purpose of calculating the number of outstanding Common Shares under Paragraph 6.4(a) and 6.4(c). To the extent that any Convertible Securities issued to holders of Common Shares by way of a stock dividend are not so converted or exchanged into or for Common Shares prior to the expiration of the right to do so, the conversion price will then be readjusted to the conversion price which would then be in effect based upon the number of Common Shares actually issued upon the conversion or exchange of the Convertible Securities.
Appears in 2 contracts
Samples: Warrant Indenture (Eveolution Ventures Inc), Warrant Indenture (Eveolution Ventures Inc)
Share Reorganization. If and whenever at any time from the date of while this Indenture to the expiry of the Warrant Exercise Periodremains outstanding, the Company:
(a) issues Common Shares or Convertible Securities to all or substantially all of the holders of Common Shares by way of stock dividend, other than Corporation shall (i) the issue from time to time subdivide any class of Common Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Common Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends in the ordinary course,
(b) subdivides the outstanding Common Shares into a greater number of sharesCommon Shares, or
(cii) combines or consolidates the consolidate any class of outstanding Common Shares into a lesser number of sharesCommon Shares, each (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of any class of outstanding Common Shares by way of stock dividend (other than as a dividend paid in the ordinary course on any class of Common Shares) or (iv) make a distribution on any class of outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares (other than as a dividend paid in the ordinary course) (any of such events in these clauses (i), (ii), (iii) and (iv) being called a "SHARE REORGANIZATION"), the Exercise Price shall be adjusted effective immediately on the effective date of such Share Reorganization or the record date at which the holders of Common Shares are determined for the purposes of the Share Reorganization by multiplying in each case, the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of outstanding Common Shares on such record date calculated on a Fully Diluted basis, but before giving effect to such Share Reorganization", and the denominator of which shall be the number of outstanding Common Shares after giving effect to such Share Reorganization calculated on a Fully Diluted basis (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the Price Adjustment Factor will number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Such adjustment shall be adjusted, made successively whenever any such effective immediately after date or record date shall occur and any such issue of Common Shares by way of stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or, in the case of a subdivision, combination, consolidation or reduction, effective immediately after the record date or the effective date if no record date is fixed, to the number that is the product of:
(i) the Price Adjustment Factor in effect on that effective date or record date; and
(ii) the fraction of which:
(A) the numerator is the total number of Common Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and
(B) the denominator is the total number of Common Shares that are or would be outstanding immediately after that effective date or record date after giving effect to the Share Reorganization. Common Shares (and Common Shares issuable upon conversion or exchange of Convertible Securities) issued or to be issued under a Share Reorganization will be deemed to be outstanding on the record date or effective date for such Share Reorganization other distribution for the purpose of calculating the number of outstanding Common Shares under Paragraph 6.4(a) and 6.4(c)Shares. To If at any time while this Warrant remains outstanding, a Share Reorganization shall occur which results in an adjustment in the extent that any Convertible Securities issued to holders of Common Shares by way of a stock dividend are not so converted or exchanged into or for Common Shares prior Exercise Price pursuant to the expiration provisions of the right to do sothis Section 10.2, the conversion price will then be readjusted to the conversion price which would then be in effect based upon the number of Common Shares actually issued upon which may be acquired pursuant to this Warrant shall be adjusted contemporaneously with the conversion or exchange adjustment of the Convertible SecuritiesExercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.
Appears in 1 contract
Samples: Preferred Share Repurchase Agreement (Med-Emerg International Inc)
Share Reorganization. If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period, the CompanyCompany shall:
(ai) issues Common Shares or Convertible Securities to all or substantially all of subdivide the holders outstanding shares of Common Shares by way of stock dividend, other than (i) the issue from time to time of Common Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Common Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends in the ordinary course,
(b) subdivides the outstanding Common Shares Stock into a greater number of shares, ;
(ii) consolidate the outstanding shares of Common Stock into a smaller number of shares;
(iii) issue Common Stock or securities convertible into or exchangeable for shares of Common Stock as a stock dividend to all or substantially all the holders of Common Stock; or
(civ) combines or consolidates make a distribution on the outstanding Common Shares Stock to all or substantially all the holders of Common Stock payable in Common Stock or securities convertible into a lesser number of sharesor exchangeable for Common Stock; -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 44 (Take-Two Interactive Software, each Inc.) any of such events being herein called a "Share Reorganization", then in each such case the applicable Fixed Price Adjustment Factor will shall be adjusted, effective immediately after the record date at which the holders of Common Stock are determined for the dividend purposes of the Share Reorganization or, in the case of a subdivision, combination, consolidation or reduction, effective immediately after the record date or the effective date if no record date is fixed, to the number that is effective date of the product of:
(i) Share Reorganization, by multiplying the applicable Fixed Price Adjustment Factor in effect on that such record or effective date or record date; and
(ii) , as the case may be, by a fraction of which:
(AI) the numerator is shall be the total number of shares of Common Shares Stock outstanding on that such record or effective date or record date before (without giving effect to the Share Reorganization, transaction); and
(BII) the denominator is shall be the total number of shares of Common Shares that are or would be Stock outstanding immediately after that effective date or record date after giving effect to the such Share Reorganization. , including, in the case of a distribution of securities convertible into or exchangeable for shares of Common Shares (and Common Shares issuable upon conversion or exchange of Convertible Securities) issued or to be issued under a Share Reorganization will be deemed to be outstanding on the record date or effective date for such Share Reorganization for the purpose of calculating Stock, the number of outstanding Common Shares under Paragraph 6.4(a) and 6.4(c). To the extent that any Convertible Securities issued to holders shares of Common Shares by way of a stock dividend are not so Stock that would have been outstanding if such securities had been converted into or exchanged into or for Common Shares prior to the expiration of the right to do so, the conversion price will then be readjusted to the conversion price which would then be in effect based upon the number of Common Shares actually issued upon the conversion Stock on such record or exchange of the Convertible Securitieseffective date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Take Two Interactive Software Inc)