Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Autobytel Inc), Investment Agreement (North American Financial Holdings, Inc.), Investment Agreement (North American Financial Holdings, Inc.)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Brown Bernard A), Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oriental Financial Group Inc), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Stock Dividends and Distributions. If the Corporation Company pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporationtreasury shares. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Transaction Agreement (Guaranty Bancorp), Investment Agreement (Guaranty Bancorp)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for date on which Holders of Common Stock are no longer entitled to receive such dividend or distribution (the "Ex-Date") will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Voting and Termination Agreement (Heartland Financial Usa Inc)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sun Bancorp Inc /Nj/)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for date on which Holders of Common Stock are no longer entitled to receive such dividend or distribution (the "Ex-Date") will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include ipclude shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Voting and Termination Agreement (Heartland Financial Usa Inc)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Securities Purchase Agreement (First Mariner Bancorp)
Stock Dividends and Distributions. If the Corporation Company pays stock dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price Ratio in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1a), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the CorporationCompany. If any dividend or distribution described in this clause (1a) is declared but not so paid or made, the Conversion Price Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price Ratio that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Stock Dividends and Distributions. If the Corporation Company pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporationtreasury shares. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Stock Dividends and Distributions. If the Corporation Company pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the CorporationCompany. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intermountain Community Bancorp)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Investment Agreement (Third Coast Bancshares, Inc.)
Stock Dividends and Distributions. If the Corporation pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price in effect immediately prior to the Ex-Date for such dividend or distribution will be multiplied by the following fraction: OS0 OS1 OS0 Where, OSo = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution. OS1 = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution. For the purposes of this clause (1i), the number of shares of Common Stock at the time outstanding shall not include shares of Common Stock acquired by the Corporation. If any dividend or distribution described in this clause (1i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declareddeclared (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock).
Appears in 1 contract