Common use of Stock Dividends, Subdivisions, Combinations Clause in Contracts

Stock Dividends, Subdivisions, Combinations. In case the Company shall (i) pay a dividend on the Common Stock in shares of Common Stock (or securities convertible into, exchangeable for or otherwise entitling the registered holder to receive Common Stock), (ii) subdivide the outstanding Common Stock into a greater number of shares of Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, the number of shares of Warrant Shares purchasable upon exercise of any Warrant immediately prior to the record date fixing shareholders to be affected by such event shall be adjusted so that the Registered Holder shall thereafter be entitled to receive that kind and number of Warrant shares or other securities of the Company that the Registered Holder would have owned or have been entitled to receive after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Section 3.1.1 shall become effective (x) immediately after the record date in the case of a dividend and (y) immediately after the effective date in the case of a subdivision or combination. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to shareholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the number of Warrant Shares issuable upon exercise of a Warrant then in effect shall be required by reason of the taking of such record. No adjustment shall be made under this Section 3.1.1 unless such adjustment would require an increase or decrease of at least one percent in the number of shares of Common Stock or other securities of the Company that the Registered Holder would have owned or have been entitled to receive had the Warrant been exercised, provided however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and all calculations shall be made to the nearest one-hundredth of a share.

Appears in 3 contracts

Samples: Warrant Agreement (Belvedere SoCal), Warrant Agreement (Belvedere SoCal), Warrant Agreement (Belvedere SoCal)

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Stock Dividends, Subdivisions, Combinations. In case the Company corporation shall (iA) pay a dividend or make a distribution on the Common Stock in its outstanding shares of Common Stock (or securities convertible into, exchangeable for or otherwise entitling Stock,(B)subdivided the registered holder to receive Common Stock), (ii) subdivide the then outstanding shares of its Common Stock into a greater number of shares of Common Stock or Stock, (iiiC) combine Combine the ten outstanding shares of its Common Stock into a smaller number of shares of Common Stock, the number or (D) issue by reclassification of its shares of Warrant Shares purchasable upon exercise Common Stock any shares of capital stock of the Corporation (including any Warrant such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation), then the Conversion Rate in effect immediately prior to the opening of business on the record date fixing shareholders to be affected by for such event dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that the Registered Holder holder of each share of the Preferred Stock thereafter surrendered for conversion shall thereafter be entitled to receive that the number and kind and number of Warrant shares or other securities of capital stock of the Company that the Registered Holder Corporation which it would have owned or have been entitled to receive after the happening immediately following such action had such shares of any of the events described above, had the Warrant Preferred Stock been exercised converted immediately prior to the happening of such event or any record date with respect theretotime. An adjustment made pursuant to this Section 3.1.1 paragraph 6(d)(i) for a dividend or distribution shall become effective (x) immediately after the record date for the dividend or distribution and an adjustment made pursuant to this paragraph 6(d)(i) for a subdivision, combination or reclassification. Such adjustment shall be made successively whenever any action listed above shall be taken. In any case in which this paragraph 6(d)(i) shall require that an adjustment shall become effective immediately after a record date for an event, the case Corporation may defer until the occurrence of a dividend such event (x) issuing to the holder of any shares of Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such conversion before giving effect to such adjustment and (y) immediately after paying to such holder cash in lieu of any fractional interest to which such holder is entitled pursuant to paragraph 6(i) of this Section; provided, however, that the effective date in the case of Corporation shall deliver to such holder a subdivision due bill or combination. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them other appropriate instrument evidencing such holder's right to receive a dividend or other distribution, and shall thereafter and before the distribution to shareholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the number of Warrant Shares issuable upon exercise of a Warrant then in effect shall be required by reason of the taking of such record. No adjustment shall be made under this Section 3.1.1 unless such adjustment would require an increase or decrease of at least one percent in the number of additional shares of Common Stock or other securities Stock, and such cash, upon the occurrence of the Company that the Registered Holder would have owned or have been entitled to receive had the Warrant been exercised, provided however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent event requiring such adjustment, and all calculations shall be made to the nearest one-hundredth of a share.. (ii)

Appears in 1 contract

Samples: Consulting Services Agreement (Interactive Multimedia Publishers Inc)

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Stock Dividends, Subdivisions, Combinations. In case the Company Bank shall (i) pay a dividend on the Common Stock in shares of Common Stock (or securities convertible into, exchangeable for or otherwise entitling the registered holder to receive Common Stock)) , (ii) subdivide the outstanding Common Stock into a greater number of shares of Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, the number of shares of Warrant Shares Common Stock purchasable upon exercise of any Warrant immediately prior to the record date fixing shareholders to be affected by such event shall be adjusted so that the Registered Holder shall thereafter be entitled to receive that kind and number of Warrant shares of Common Stock or other securities of the Company Bank that the Registered Holder would have owned or have been entitled to receive after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Section paragraph 3.1.1 shall become effective (xi) immediately after the record date in the case of a dividend and (yi) immediately after the effective date in the case of a subdivision or combination. If the Company Bank shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to shareholders stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the number of Warrant Shares shares of Common Stock issuable upon exercise of a Warrant then in effect shall be required by reason of the taking of such record. No adjustment shall be made under this Section Paragraph 3.1.1 unless such adjustment would require an increase or decrease of at least one percent in the number of shares of Common Stock or other securities of the Company Bank that the Registered Holder would have owned or have been entitled to receive had the Warrant been exercised, provided however, that any adjustments which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and all calculations shall be made to the nearest one-hundredth of a share.,

Appears in 1 contract

Samples: Warrant Agreement (Us Bancorp \De\)

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