Common use of Stock Dividends and Stock Splits Clause in Contracts

Stock Dividends and Stock Splits. If the Corporation, at any time while this Series F Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series F Preferred Stock) with respect to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares; or (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Oragenics Inc), Asset Purchase Agreement (Odyssey Health, Inc.)

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Stock Dividends and Stock Splits. If the Corporation, at any time while this Series F C Preferred Stock is outstanding: (Ai) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Series F C Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (Bii) subdivides outstanding shares of Common Stock into a larger number of shares; or , (Ciii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury issuable upon conversion of the Series C Preferred Stock shall be appropriately adjusted in order to avoid enlargement or dilution of the rights of the shares of the Corporation) outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)Series C Preferred Stock. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationreclassification.

Appears in 2 contracts

Samples: Convertible Preferred Stock (ReShape Lifesciences Inc.), Convertible Preferred Stock (ReShape Lifesciences Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time, and from time to time, while this Series F A Preferred Stock is outstanding: (Ai) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of this a dividend on, the Series F A Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (Bii) subdivides outstanding shares of Common Stock into a larger number of shares; or , (Ciii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Ratio Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately before after such event (excluding any treasury shares of the Corporation)event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification.

Appears in 2 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this Series F any Preferred Stock is Shares remain outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon pursuant to the conversion of this the Series F E Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each Preferred Share shall be multiplied by a fraction receive such consideration as if such number Preferred Shares had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification. Notwithstanding the preceding, there shall be no adjustment as a result of the contemplated reverse stock split.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Truli Technologies, Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F A Convertible Preferred Stock is outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of pursuant to this Series F A Convertible Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Conversion Ratio Holders shall be multiplied by a fraction of which the numerator shall be receive, upon conversion, the number of shares of Common Stock (excluding any treasury shares of such Holder would have been entitled to receive assuming such Holder converted such Series A Convertible Preferred Stock immediately prior to the Corporation) outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)applicable event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification.

Appears in 1 contract

Samples: Contribution Agreement (BTHC X Inc)

Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F A Preferred Stock is outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this pursuant to the Series F A Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each share of Series A Preferred Stock shall be multiplied by a fraction receive such consideration as if such number of which shares of Series A Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the numerator shall be holder of the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre‑classification.

Appears in 1 contract

Samples: Share Exchange Agreement (Discovery Gold Corp)

Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F A Preferred Stock is outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon pursuant to the conversion of this the Series F A Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each share of Series A Preferred Stock shall be multiplied by a fraction receive such consideration as if such number of which shares of Series A Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the numerator shall be holder of the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification.

Appears in 1 contract

Samples: Share Purchase Agreement (BTCS Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this Series F any Preferred Stock is Shares remain outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon pursuant to the conversion of this the Series F Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each Preferred Share shall be multiplied by a fraction receive such consideration as if such number Preferred Shares had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the holder of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification. Notwithstanding the preceding, there shall be no adjustment as a result of the contemplated reverse stock split.

Appears in 1 contract

Samples: Asset Purchase Agreement (Truli Technologies, Inc.)

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Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F B Preferred Stock is outstanding: (Ai) pays a stock dividend or otherwise makes a distribution or distributions that is payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of this a dividend on, the Series F B Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (Bii) subdivides outstanding shares of Common Stock into a larger number of shares; or , (Ciii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Ratio Price and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately before after such event (excluding any treasury shares of the Corporation)event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combination.re-classification. Notwithstanding the foregoing in no event may the Conversion Price be less than the par value per share of Series B Preferred Stock. (b)

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Media Solutions, Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F C Preferred Stock is outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this pursuant to the Series F C Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each share of Series C Preferred Stock shall be multiplied by a fraction receive such consideration as if such number of which shares of Series C Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the numerator shall be holder of the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre-classification.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Spiral Energy Tech., Inc.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this the Series F B Preferred Stock is outstanding: (A) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this pursuant to the Series F B Preferred Stock) with respect to the then outstanding shares of Common Stock; ), (B) subdivides subdivide outstanding shares of Common Stock into a larger number of shares; or , (C) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then or (D) issue by reclassification of shares of the Conversion Ratio Common Stock any shares of capital stock of the Corporation, each share of Series B Preferred Stock shall be multiplied by a fraction receive such consideration as if such number of which shares of Series B Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the numerator shall be holder of the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after into which it could convert at such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation)time. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationre‑classification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (All for One Media Corp.)

Stock Dividends and Stock Splits. If the Corporation, at any time while this any Series F B Preferred Stock is outstanding: (Ai) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this any Series F B Preferred Stock) with respect to the then outstanding shares of Common Stock; (Bii) subdivides outstanding shares of Common Stock into a larger number of shares; or (Ciii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before after such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

Appears in 1 contract

Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.)

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