Common use of Stock Splits; Dividends; Adjustments; Reorganizations Clause in Contracts

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (x) the Conversion Price; and (y) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Pricing Period, which Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 9(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 9(a).

Appears in 3 contracts

Samples: Purchase Agreement (Zymetx Inc), Purchase Agreement (Zymetx Inc), Zymetx Inc

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Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while after the Debentures are outstandingOriginal Issue Date, shall (i) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; , (ii) issue any securities payable in shares of Common Stock, (iii) subdivide the outstanding shares of Common Stock into a larger number of shares; , (iiiiv) combine outstanding shares of Common Stock into a smaller number of shares, then the Fixed Price and each Affected Conversion Floating Reference Price prior to the date of any such occurrence (as defined belowcollectively, the "Reference Prices") shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a12(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (x) the Conversion Price; and (y) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Pricing Period, which Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 9(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 9(a).

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nanopierce Technologies Inc), Securities Purchase Agreement (Airtech International Group Inc), Securities Purchase Agreement (Data Systems & Software Inc)

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; , (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; , (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a6(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (x1) the Maximum Conversion Price; (2) the Floor Price and (y3) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Pricing Periodperiod used to determine the Variable Conversion Price, which Trading Day occurred before the record date in the case of events referred to in clause (i) above of this Section 9(a6(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) above of this Section 9(a6(a).

Appears in 2 contracts

Samples: Visual Data Corp, Visual Data Corp

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; , (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; , (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a8(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (xi) the Conversion Price; and (yii) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Reset Pricing Period, which Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 9(a8(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 9(a8(a); and (iii) the Closing Price.

Appears in 1 contract

Samples: Appliedtheory Corp

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Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; , (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; , (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a8(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (x) the Conversion Price; and (y) each the Market Price for Shares of Common Stock occurring on any each Trading Day included in used to determine the Pricing PeriodConversion Price hereunder, which provided that such Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 9(a) the immediately preceding paragraph and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 9(a)the immediately preceding paragraph.

Appears in 1 contract

Samples: Purchase Agreement (Appliedtheory Corp)

Stock Splits; Dividends; Adjustments; Reorganizations. (a) (1) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock; , (ii) subdivide the outstanding shares of Common Stock into a larger number of shares; , (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 9(a6(a) shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "AFFECTED CONVERSION PRICE") shall refer to: (xi) the Fixed Conversion Price; and (yii) each Market Price for Shares reported daily closing bid price of the Common Stock on the Principal Market occurring on any Trading Day included in the Pricing Periodperiod used for determining the Alternative Conversion Price, which Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 9(asubparagraph 6(a)(1) and before the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 9(asubparagraph 6(a)(1).

Appears in 1 contract

Samples: Crystallex International Corp

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