Common use of Stock Dividends and Share Splits Clause in Contracts

Stock Dividends and Share Splits. If the Company exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company effects a share split of the Common Stock or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply), the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable. If any dividend, distribution, share split or share combination of the type described in this Section 8.05(a) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

Appears in 3 contracts

Samples: Note Purchase Agreement (Xtant Medical Holdings, Inc.), Note Purchase Agreement (Xtant Medical Holdings, Inc.), Note Purchase Agreement (Xtant Medical Holdings, Inc.)

AutoNDA by SimpleDocs

Stock Dividends and Share Splits. If the Company exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company effects a share split of the Common Stock or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) hereof will apply), the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable. If any dividend, distribution, share split or share combination of the type described in this Section 8.05(a) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

Appears in 2 contracts

Samples: Note Purchase Agreement (Xtant Medical Holdings, Inc.), Note Purchase Agreement (Xtant Medical Holdings, Inc.)

Stock Dividends and Share Splits. If the Company exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company effects a share split of the Common Stock or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply), the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date, as applicable; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date or Effective Date, as applicable. If any dividend, distribution, share split or share combination of the type described in this Section 8.05(a) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

Appears in 1 contract

Samples: Note Purchase Agreement (Xtant Medical Holdings, Inc.)

Stock Dividends and Share Splits. If the Company Borrower exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company Borrower effects a share split of the Common Stock after the Amendment Date or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply)Stock, the Conversion Rate will be adjusted based on the following formula: where: where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend Date of such dividend or distribution or the Open of Business on such Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such the Ex-Dividend Date of such dividend or distribution or Effective DateDate (before giving effect to any such dividend, as applicabledistribution, share split or share combination); and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such Any adjustment made under this Section 2.9(f)(i) shall become effective immediately after the Open of Business on such the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the Effective DateDate for such share split or share combination, as applicable. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 8.05(a2.9(f)(i) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors Borrower determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared.

Appears in 1 contract

Samples: Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/)

Stock Dividends and Share Splits. If the Company exclusively Issuer issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on all shares of the outstanding Common Stock, or if the Company Issuer effects a share split of the Common Stock or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply)combination, the Conversion Rate will shall be adjusted based on the following formula: where: where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of for such dividend or distribution, or immediately prior to the Open of Business on the Effective Date effective date of such share split or share combination, as applicablethe case may be; CR1 CR’ = the Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend Date for such dividend or Effective Datedistribution, or immediately after the Open of Business on the effective date of such share split or share combination, as applicablethe case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such the Ex-Dividend Date for such dividend or Effective Datedistribution, or immediately prior to the Open of Business on the effective date of such share split or share combination, as applicablethe case may be; and OS1 OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, dividend or distribution, or such share split or share combination, as applicablethe case may be. Such Any adjustment made under this Section 10.05(a) shall become effective immediately after the Open of Business on such the Ex-Dividend Date for such dividend or Effective Date, as applicable. If any dividend, distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.05(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 8.05(a10.05(a) is declaredannounced but the outstanding shares of Common Stock are not split or combined, but not so paid or madeas the case may be, the Conversion Rate will shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution distribution, or not to effect such share split or share combinationcombine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend, distribution, share split or share combination had not been declared or announced.

Appears in 1 contract

Samples: Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp)

AutoNDA by SimpleDocs

Stock Dividends and Share Splits. If the Company Borrower exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company Borrower effects a share split of the Common Stock (including, if applicable, the Reverse Stock Split) or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply)Stock, the Conversion Rate will be adjusted based on the following formula: where: CR1 = CR0 x OS1 OS0 where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend Date of such dividend or distribution or the Open of Business on such Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such the Ex-Dividend Date of such dividend or distribution or Effective DateDate (before giving effect to any such dividend, as applicabledistribution, share split or share combination); and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such Any adjustment made under this Section 2.9(f)(i) shall become effective immediately after the Open of Business on such the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the Effective DateDate for such share split or share combination, as applicable. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 8.05(a2.9(f)(i) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors Borrower determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared.

Appears in 1 contract

Samples: Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/)

Stock Dividends and Share Splits. If the Company Borrower exclusively issues to all or substantially all holders of the Common Stock shares of Common Stock as a dividend or distribution on shares of the outstanding Common Stock, or if the Company Borrower effects a share split of the Common Stock (including, if applicable, the Reverse Stock Split) or a share combination of the Common Stock (excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply)Stock, the Conversion Rate will be adjusted based on the following formula: where: where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend Date of such dividend or distribution or the Open of Business on such Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such the Ex-Dividend Date of such dividend or distribution or Effective DateDate (before giving effect to any such dividend, as applicabledistribution, share split or share combination); and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Such Any adjustment made under this Section 2.9(f)(i) shall become effective immediately after the Open of Business on such the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the Effective DateDate for such share split or share combination, as applicable. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 8.05(a2.9(f)(i) is declared, but not so paid or made, the Conversion Rate will be immediately readjusted, effective as of the date the Board of Directors Borrower determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect if such dividend, distribution, share split dividend or share combination distribution had not been declared or announceddeclared.

Appears in 1 contract

Samples: Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!