Stock Splits; Dividends; Adjustments; Reorganizations. (i) If the Borrower, at any time while the Notes 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 the Conversion Price 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 2.5(e) shall become effective immediately after the record date for the determination of Lenders 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. (ii) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution. (iii) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right. (v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 3 contracts
Samples: Convertible Loan and Security Agreement (Vuzix Corp), Convertible Loan and Security Agreement (Lc Capital Master Fund LTD), Convertible Loan and Security Agreement (Vuzix Corp)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e6(a) shall become effective immediately after the record date for the determination of Lenders 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 (iieach an "AFFECTED CONVERSION PRICE") If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction refer to: (i1) the numerator of which is equal to Maximum Conversion Price; (A2) the Floor Price and (3) each Market Price for Shares of Common Stock occurring on any Trading Day included in the period used to determine the Variable Conversion Price, which Trading Day occurred before the record date for in the distribution minus case of events referred to in clause (Bi) above of this Section 6(a) and the price allocable to one share of Common Stock effective date in the case of the value (as jointly determined events referred to in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and clauses (ii) the denominator and (iii) above of which is equal to the Market Price for Shares of Common Stock on the record date for the distributionthis Section 6(a).
(iiib) In the event that at the Company issues or sells any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes is changed or securities which are convertible into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of for its Common Stock, or any right to subscribe for, purchase warrants or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or to purchase or any security, then such holders shall participate in such distribution on options for the purchase of its Common Stock ("CONVERTIBLE SECURITIES") at a pro rata basis with the holders of shares per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than the Floor Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such dividendwarrants, distributionrights or options (the "ADJUSTMENT DATE"), issuancethen the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. In the event that the Company issues or sells any Common Stock or any Convertible Securities at a Per Share Selling Price which is greater than the Floor Price but less than the Conversion Price on the Adjustment Date, subdivision then the Conversion Price in effect immediately prior to such issue or combination as if sale shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the holders held that Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note outstanding immediately prior to such issue or sale, plus (2) the record date fixed number of shares of Common Stock which the aggregate consideration received by the Company for determination of shareholders entitled to receive such dividend, additional shares would purchase at the such Conversion Price then in existenceeffect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale.
Appears in 2 contracts
Samples: Convertible Debenture (Visual Data Corp), Convertible Debenture (Visual Data Corp)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e9(a) shall become effective immediately after the record date for the determination of Lenders 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).
(iib) If In the Borrower, at event that the Company issues or sells any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of or securities which are convertible into or exchangeable for its indebtedness Common Stock, or assets any warrants or other rights or warrants to subscribe for or to purchase or any securityoptions for the purchase of its Common Stock at a per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than:
(i) the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be reduced adjusted downward to equal the Conversion such lower Per Share Selling Price multiplied effective concurrently with such issue or sale (it being acknowledged that upon a conversion or exercise by a fraction third party of a security convertible into or exercisable for Common Stock of the Company, the Holder shall be entitled only to the weighted average adjustments provided by (iii) below; except that there shall be no adjustment whatsoever upon the numerator exercise of which is equal to the following warrants: ZymeTx Purchase Partners (A43,876 shares); Presbyterian Health Foundation (21,875 shares and 5,666 shares); Oklahoma Medical Research Foundation (21,875 shares and 5,666 shares)); and
(ii) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Adjustment Date, then the Common Stock issuable upon the conversion of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision Affected Conversion Prices per share shall be made in a manner reasonably acceptable reduced effective concurrently with such issue or sale to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change an amount determined by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of multiplying the Conversion Price is adjusted pursuant to this Section 2.5(e)then in effect by a fraction, (A) the Borrower numerator of which shall promptly mail to each holder be the sum of (1) the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note and Convertible Securities (as defined below) outstanding immediately prior to such issue or sale, plus (2) the record date fixed number of shares of Common Stock which the aggregate consideration received by the Company for determination such additional shares would purchase at such lower Per Share Selling Price and (B) the denominator of shareholders entitled to receive such dividend, at which shall be the Conversion Price then in existence.number of shares of Common Stock
Appears in 2 contracts
Samples: 5% Senior Convertible Debenture (Zymetx Inc), 5% Senior Convertible Debenture (Zymetx Inc)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e7(a) shall become effective immediately after the record date for the determination of Lenders 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 the Conversion Price. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock at a per share of Common Stock selling price ("Per Share Selling Price") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. Notwithstanding the foregoing, this provision shall not apply to shares or options issued or which may be issued pursuant to (i) the Company's current or future employee, director or bona fide consultant option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, (ii) strategic corporate alliances not undertaken principally for financing purposes, (iii) arrangements with the Holder or (iv) acquisitions of other entities by the Company. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities.
(iib) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Section 7(b) above), then the prices referred to in (ii) of the definition of the Affected Conversion Price Prices set forth in Section 7(a) above shall be reduced to equal the relevant Affected Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower Company and the LenderHolder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iiic) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8)7), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(d) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e)7, the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ive) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vf) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, security (excluding those referred to in Section 7(b) above) then such holders the Holder shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders Holder held that number of shares of Common Stock that the holders Holder would have been entitled to receive hereunder upon conversion of the Note Debenture (without regard to Section 12) immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 2 contracts
Samples: Convertible Debenture (Pharmos Corp), Convertible Debenture (Pharmos Corp)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, 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 Conversion Price 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 2.5(e8(a) shall become effective immediately after the record date for the determination of Lenders 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.
(ii) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii1) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section Paragraph 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(2) If at any time or from time to time after the Closing Date there is a capital reorganization of the Common Stock, including by way of a sale of all or substantially all of the assets of the Company (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Paragraph 8), then, as a part of and a condition to such reorganization, provision shall be made in a manner reasonably acceptable to the Holders of the Debentures so that the Holders of the Debentures shall thereafter be entitled to receive upon conversion of the Debentures the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization.
(c) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e8(a) or (b), the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ivd) In the event of any taking setting by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e8(a) shall become effective immediately after the record date for the determination of Lenders 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: (v) the Conversion Price; (w) the Initial Conversion Price; (x) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Reset Pricing Period, provided that such Trading Day occurred before the record date in the case of events referred to in the immediately preceding paragraph and the effective date in the case of the events referred to in clauses (ii) and (iii) of the immediately preceding paragraph (collectively, the "RELEVANT EVENT"); (y) the VWAP on each Trading Day used to determine any conversion price hereunder, in each case provided that such Trading Day occurred before the Relevant Event; and (z) the Closing Price.
(iib) If In the Borrower, at event that the Company issues or sells any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of or securities which are convertible into or exchangeable for its indebtedness Common Stock, or assets any convertible securities, or any warrants or other rights or warrants to subscribe for or to purchase or any securityoptions for the purchase of its Common Stock or any such convertible securities at a per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than:
(i) the Conversion Price then in effect, then the Conversion Price per share in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to equal the Conversion such lower Per Share Selling Price multiplied by a fraction effective concurrently with such issue or sale; and/or
(i) the numerator of which is equal to (Aii) the Market Price for Shares of Common Stock on the record date for Trading Day next preceding such issue or sale, then the distribution minus Affected Conversion Prices per share shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Affected Conversion Price then in effect by a fraction, (BA) the price allocable to one share numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the value (as jointly determined in good faith aggregate consideration received by the board of directors of the Borrower and the Lender) of any and all Company for such evidences of indebtedness, additional shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the would purchase at such Market Price for Shares of Common Stock on and (B) the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion denominator of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision which shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note Company outstanding immediately prior to the record date fixed for determination of shareholders entitled to receive after such dividend, at the Conversion Price then in existenceissue or sale.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, 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) subdivide the outstanding issue any securities payable in shares of Common Stock Stock, (iii) subdivide outstanding Common Shares into a larger number of shares, shares or (iiiiv) combine outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock outstanding before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 2.5(eParagraph 7(a) shall become effective immediately after the record date for the determination of Lenders 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.
(iib) Notwithstanding anything else herein to the contrary, if at any time within twelve (12) months after the Closing Date the Company issues or sells any Common Stock (or other equity securities or rights exercisable or exchangeable for, or convertible into, its Common Stock or such other equity securities) in a private placement at a discount greater (or in the Holder's judgment more favorable to the purchaser thereof) than the discount specified in Paragraph 5(c) hereof or at a ceiling price less than the Conversion Price, the Conversion Price shall be reduced effective concurrently with such issue or sale to provide the Holder such greater discount or lower Conversion Price. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible or exchangeable securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Exchangeable Securities"), the maximum number of shares of Common Stock issuable upon exercise, conversion or exchange of such Exchangeable Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Exchangeable Securities. In the event of any such issuance for a consideration that provides a discount greater than the discount specified in Paragraph 5(c) hereof and that also is at a ceiling price less than the Conversion Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.
(c) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock Shares evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Paragraph 7(b) above), then in each such case the Conversion Price at which the Debenture shall thereafter be convertible shall be reduced to equal adjusted by multiplying the Conversion Price multiplied in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction (i) fraction, the numerator of which is equal shall be such Market Price for Shares of Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to (A) one outstanding Common Stock as determined by the Board of Directors in good faith and the denominator of which shall be the Market Price for Shares of Common Stock on determined as of such record date; provided, however that in the record date for the event of a distribution minus (B) the price allocable to one share of Common Stock exceeding 25% of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent chartered accountants of recognized standing (as jointly determined which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the board Board of directors Directors and Holders of a majority in interest of the Borrower and Debentures. In either case the Lender) adjustments shall be described in a statement to be provided to all holders of any and all such Debentures regarding the portion of assets or evidences of indebtedness, shares of capital stock, other securities or property, indebtedness so distributed distributed. Such adjustment shall be made whenever any such distribution is made and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on shall become effective immediately after the record date for the distributionmentioned in this subparagraph.
(iii1) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8)Paragraph 7), then and then, as a condition to each such event event, provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction.
(2) If at any time or from time to time after the Closing Date there is a capital reorganization of the Common Stock, including by way of a sale of all or substantially all of the assets of the Company (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Paragraph 7), then, as a part of and a condition to such reorganization, provision shall be made in a manner reasonably acceptable to the Holders of the Debentures so that the Holders of the Debentures shall thereafter be entitled to receive upon conversion of the Debentures the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Paragraph 7 with respect to the rights of the Holders of the Debentures after the reorganization to the end that the provisions of this Paragraph 7 shall be applicable after that event and be as nearly equivalent as may be practicable, including, by way of illustration and not limitation, by equitably adjusting the formulae set forth herein for conversion and redemption to reflect the market price of the securities or property (applying the same factors used in determining the Market Price for Shares of Common Stock) issued in connection with the above described transaction.
(e) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e7(a), (b), (c) or (d), the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ivf) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common StockShares, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rightright or for any other purpose, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.,
Appears in 1 contract
Samples: Convertible Secured Debenture (American International Petroleum Corp /Nv/)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, 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 Minimum Floating Conversion Price ("Adjustable 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 2.5(e9(a) shall become effective immediately after the record date for the determination of Lenders 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.
(iib) If In the Borrower, at event that the Company issues or sells any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of or securities which are convertible into or exchangeable for its indebtedness Common Stock or assets any convertible or exchangeable securities, or any warrants or other rights or warrants to subscribe for or to purchase or any securityoptions for the purchase of its Common Stock or any such convertible or exchangeable securities (other than shares or options issued (i) pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Purchase Agreement and listed in the Company's most recent periodic report filed under the Exchange Act and (ii) as compensation in connection with arrangements with consultants and promoters of the Common Stock) at an effective purchase price per share which is less than either or both of the Adjustable Prices then in effect, then the Conversion Adjustable Price or Prices in effect immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to equal the Conversion an amount determined by multiplying such applicable Adjustable Price multiplied then in effect by a fraction fraction, (ix) the numerator of which is equal to shall be the sum of (A1) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note outstanding immediately prior to such issue or sale, plus (2) the record date fixed number of shares of Common Stock which the aggregate consideration received by the Company for determination of shareholders entitled to receive such dividend, additional shares would purchase at the Conversion such Adjustable Price then in existenceeffect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (i1) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e7(a) shall become effective immediately after the record date for the determination of Lenders 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.
(2) In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (other than (i) securities issued in connection with a strategic partnership, acquisition, merger or joint venture of or by the Company with any person in the same, related or complementary business as the Company or any vendor or customer of the Company, entered into in each such case, with the intent to further the business of the Company and not for the primary purpose of providing financing, (ii) shares or options issued or which may be issued pursuant to the Company's current or future employee or director option plans, (iii) shares issued upon exercise of options, warrants or rights outstanding on the date of the Purchase Agreement and listed in the Company's most recent periodic report filed under the Exchange Act or (iv) warrants issued by the Company in connection with non-convertible senior or subordinated indebtedness, up to a maximum number of warrant shares in the aggregate equal to five percent (5%) of the number of outstanding shares of Common Stock on the date of issuance of this Debenture) at an effective selling price per share ("Per Share Selling Price") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of Common Stock, the date fixed for determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted effective concurrently with such issue or sale to an amount determined by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Conversion Price then in effect; and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities.
(b) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock cash, evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Section 7(a) above), then the Conversion Price shall be reduced to equal the Conversion Price by being multiplied by a fraction (i) the numerator of which is equal to (A) the Market existing Conversion Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower Company and the LenderHolder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distributionexisting Conversion Price.
(iiic) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8)7), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such merger, consolidation, recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(d) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e)7, the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ive) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vf) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, security (excluding those referred to in Section 7(a) above) then such holders the Holder shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders Holder held that number of shares of Common Stock that the holders Holder would have been entitled to receive hereunder upon conversion of the Note Debenture (without regard to Section 12) immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, 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) subdivide the outstanding issue any securities payable in shares of Common Stock Stock, (iii) subdivide outstanding Common Shares into a larger number of shares, shares or (iiiiv) combine outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction fraction, the numerator of which the numerator shall be the number of shares of Common Stock outstanding before such event and the denominator of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 2.5(eParagraph 7(a) shall become effective immediately after the record date for the determination of Lenders 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.
(iib) Notwithstanding anything else herein to the contrary, if at any time within twelve (12) months after the Closing Date the Company issues or sells any Common Stock (or other equity securities or rights exercisable or exchangeable for, or convertible into, its Common Stock or such other equity securities) in a private placement at a discount greater (or in the Holder's judgment more favorable to the purchaser thereof) than the discount specified in Paragraph 5(c) hereof or at a ceiling price less than the Conversion Price, the Conversion Price shall be reduced effective concurrently with such issue or sale to provide the Holder such greater discount or lower Conversion Price. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible or exchangeable securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Exchangeable Securities"), the maximum number of shares of Common Stock issuable upon exercise, conversion or exchange of such Exchangeable Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Exchangeable Securities. In the event of any such issuance for a consideration that provides a discount greater than the discount specified in Paragraph 5(c) hereof and that also is at a ceiling price less than the Conversion Price then in effect, then there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Purchase Price computed as aforesaid.
(c) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock Shares evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Paragraph 7(b) above), then in each such case the Conversion Price at which the Debenture shall thereafter be convertible shall be reduced to equal adjusted by multiplying the Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note effect immediately prior to the record date fixed for determination of shareholders entitled to receive such dividenddistribution by a fraction, the numerator of which shall be such Market Price for Shares of Common Stock on such record date less the then fair market value at such record date of the Conversion portion of such assets or evidence of indebtedness so distributed applicable to one outstanding Common Stock as determined by the Board of Directors in good faith and the denominator of which shall be the Market Price then for Shares of Common Stock determined as of such record date; provided, however that in existence.the event of a distribution exceeding 25% of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent chartered accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the Board of Directors and Holders of a majority in interest of the Debentures. In either case the adjustments shall be described in a statement to be provided to all holders of Debentures
Appears in 1 contract
Samples: Convertible Secured Debenture (American International Petroleum Corp /Nv/)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e8(a) shall become effective immediately after the record date for the determination of Lenders 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 (iieach an "AFFECTED CONVERSION PRICE") If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction refer to: (i) the numerator of which is equal to Conversion Price; (Aii) the 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 for in the distribution minus case of events referred to in clause (Bi) of this Section 8(a) and the price allocable to one share of Common Stock effective date in the case of the value (as jointly determined events referred to in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and clauses (ii) and (iii) of this Section 8(a); and (iii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distributionClosing Price.
(iiib) In the event that at the Company issues or sells any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes is changed or securities which are convertible into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of for its Common Stock, or any right to subscribe for, purchase warrants or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or to purchase or any security, then such holders shall participate in such distribution on options for the purchase of its Common Stock at a pro rata basis with the holders of shares per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than:
(i) the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such dividendwarrants, distributionrights or options (the "ADJUSTMENT DATE"), issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at then the Conversion Price then in existence.per share shall be adjusted
Appears in 1 contract
Samples: Convertible Debenture Agreement (Appliedtheory Corp)
Stock Splits; Dividends; Adjustments; Reorganizations. (i1) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e6(a) shall become effective immediately after the record date for the determination of Lenders 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: (i) the Fixed Conversion Price; (ii) each reported daily closing bid price of the Common Stock on the Principal Market occurring on any Trading Day included in the period 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 subparagraph 6(a)(1) and before the effective date in the case of the events referred to in clauses (ii) and (iii) of this subparagraph 6(a)(1).
(ii2) In the event that, at any time during the six months following the initial issuance of this Debenture, the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock (collectively, "CONVERTIBLE SECURITIES") at a per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "ADJUSTMENT DATE"), then the Fixed Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. In the event that, after the six months following the initial issuance of this Debenture, the Company issues or sells any Common Stock or Convertible Securities at a Per Share Selling Price which is less than the greater of (A) the Fixed Conversion Price or (B) Market Price for Shares of Common Stock on the Trading Day next preceding such issue, sale or record date, then in each such case the Fixed Conversion Price in effect immediately prior to such issue or sale or record date, as applicable shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Fixed Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Market Price or Fixed Conversion Price, as the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. In the event that after 6 months following initial issuance of this Debenture the Per Share Selling Price is less than both the Fixed Conversion Price and the Market Price, then the adjustment which results in the greatest reduction in the Fixed Conversion Price shall be made. Notwithstanding the foregoing, this subparagraph 6(a)(2) shall not apply to shares or options issued or which may be issued pursuant to the Company's current or future employee, consultant or, director option plans or arrangements or shares issued upon exercise of director, employee or consultant options outstanding on the date of the Agreement, warrants issued in the ordinary course of business, options, warrants and agreements existing as of the Closing Date, securities issued pursuant to bona fide primary public offerings, pursuant to firm commitment or best efforts underwritings, and securities issued in connection with strategic investments, joint ventures or project development; provided, however, that any subsequent repricing of options, warrants, or other rights or securities existing on the date hereof shall be subject to the foregoing anti-dilution adjustments. For the purposes of the foregoing adjustment, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. Notwithstanding any provision to the contrary in this subparagraph 6(a)(2), the Fixed Conversion Price shall not be reduced to less than [THE AMOUNT WHICH IS 15% LESS THAN THE AVERAGE OF THE DAILY VWAP FOR THE 5 TRADING DAYS IMMEDIATELY PRECEDING CLOSING], other than reductions that may be made pursuant to subparagraph 6(a)(1).
(b) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock cash, evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Section 6(a) above), then the Fixed Conversion Price shall be reduced to equal the Conversion Price by being multiplied by a fraction (i) the numerator of which is equal to (A) the Market existing Fixed Conversion Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower Company and the LenderHolder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distributionexisting Fixed Conversion Price.
(iiic) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8)6), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such merger, consolidation, recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(d) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e)6, the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ive) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 1 contract
Samples: Securities Agreement (Crystallex International Corp)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while after the Notes 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 Conversion Fixed Price and each Floating Reference Price prior to the date of any such occurrence (collectively, 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 2.5(e12(a) shall become effective immediately after the record date for the determination of Lenders 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.
(iib) If In the Borrowerevent that the Company, at any time while after the Notes Original Issue Date, issues or sells any Common Stock or securities which are outstandingconvertible into or exchangeable for its Common Stock or any convertible or exchangeable securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible or exchangeable securities (other than shares or options issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Securities Purchase Agreement and listed in the Company's most recent periodic report filed under the Exchange Act) at an effective purchase price per share which is less than the Fixed Price then in effect, then the Fixed Price in effect immediately prior to such issue or sale shall distribute be reduced effective concurrently with such issue or sale to all holders an amount determined by multiplying such Fixed Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock evidences of its indebtedness outstanding immediately prior to such issue or assets or rights or warrants to subscribe for or purchase any securitysale, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction plus (i2) the numerator number of which is equal to (A) the Market Price for Shares shares of Common Stock on which the record date aggregate consideration received by the Company for the distribution minus such additional shares would purchase at such Fixed Price then in effect; and (By) the price allocable to one share denominator of which shall be the number of shares of Common Stock of the value (as jointly determined in good faith by Company outstanding immediately after such issue or sale. For the board of directors purposes of the Borrower and foregoing adjustment, in the Lender) case of the issuance of any and all such evidences of indebtednessconvertible or exchangeable securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Date"Exchangeable Securities"), the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Notes is changed into the same or a different number of shares of any class or classes of stocksuch Exchangeable Securities shall be deemed to be outstanding, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision that no further adjustment shall be made in a manner reasonably acceptable to upon the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares actual issuance of Common StockStock upon exercise, all subject to further adjustment as provided herein. In exchange or conversion of such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustmentExchangeable Securities.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vc) If the BorrowerCompany, at any time while after the Notes are outstandingOriginal Issue Date, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, security (excluding those referred to in Section 12(b) above) then in each such holders case the Fixed Price thereafter shall participate be determined by multiplying the Fixed Price in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note effect immediately prior to the record date fixed for determination of shareholders entitled to receive such dividenddistribution by a fraction of which the denominator shall be the Market Price for Shares of Common Stock (as defined below) determined as of the record date mentioned above, and of which the numerator shall be such Market Price for Shares of Common Stock on such record date less the then fair market value at such record date of the Conversion Price then portion of such assets or evidences of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board in existencegood faith; PROVIDED, however that in the event of a distribution exceeding 25% of the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Board and holders of a majority in interest of the Debentures. In either case the adjustments shall be described in a statement provided to all holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one outstanding share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Airtech International Group Inc)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the Borrower, Company shall at any time or from time to time while the Notes Debentures are outstanding, shall (i) pay outstanding fix a stock dividend record date for the effectuation of a split 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 subdivision of the Common Stock, (ii) subdivide the Applicable Conversion Price in effect immediately before that subdivision shall be proportionately decreased as of the record date of such split or subdivision. Conversely, if the Company shall at any time or from time to time while the Debentures are outstanding shares of Common Stock into a larger number of shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then the Applicable Conversion Price in effect immediately before such combination shall be multiplied by a fraction proportionately increased as of which the numerator shall be the number record date 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 eventcombination. Any adjustment made pursuant to under this Section 2.5(e12(a) shall become effective immediately after at the record close of business on the date for the determination of Lenders 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 combinationcombination becomes effective.
(iib) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that Company at any time or from time to time after makes, or fixes a record date for the Closing Datedetermination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Applicable Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Applicable Conversion Price then in effect by a fraction (x) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, and (y) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Applicable Conversion Price shall be adjusted pursuant to this Section 12(b) to reflect the actual payment of such dividend or distribution.
(c) If the Company at any time or from time to time while the Debentures are outstanding, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 8)12), then and as a condition to each in any such event provision shall be made in a manner reasonably acceptable to the Lenders of Notes so that each holder of Notes the Debentures shall have the right thereafter to convert such Note stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price holders of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that maximum number of shares of Common Stock into which such Debentures could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustments as provided herein or with respect to such other securities or property by the terms thereof.
(d) If at any time or from time to time while the Debentures are outstanding there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 12), as a part of such capital reorganization, provision shall be made so that the holders of the Debentures shall thereafter be entitled to receive upon conversion of the Debentures the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to receive hereunder adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 12 with respect to the rights of the holders of the Debentures after the capital reorganization to the end that the provisions of this Section 12 (including adjustment of the Applicable Conversion Price then in effect and the number of shares issuable upon conversion of the Note Debentures) shall be applicable after that event and be as nearly equivalent as practicable.
(i) If at any time or from time to time while the Debentures are outstanding the Company issues or sells, or is deemed by the express provisions of this subsection (i) to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), other than as a dividend or other distribution on any class of stock as provided in Section 12(b) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 12(a) above, for an Effective Price (as hereinafter defined) less than the then effective Applicable Conversion Price, then and in each such case the Applicable Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Applicable Conversion Price existing immediately prior to such issuance by a fraction (i) the record date fixed numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined in subsection (e)(ii)) by the Company for determination the total number of shareholders entitled to receive such dividend, Additional Shares of Common Stock so issued would purchase at the Applicable Conversion Price existing immediately prior to such issuance, and (ii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding Debentures could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities on the date immediately preceding the given date.
(ii) For the purpose of making any adjustment required under this Section 12(e), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the gross purchase price thereof, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in existencegood faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.
(iii) For the purpose of the adjustment required under this Section 12(e), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as "Convertible Securities") and if the Effective Price of such Additional Shares of Common Stock is less than the Applicable Conversion Price, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than the cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or nonoccurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Applicable Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Applicable Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Applicable Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to prior conversions of Debentures.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while after the Notes 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 Conversion Fixed Price and each Floating Reference Price prior to the date of any such occurrence (collectively, 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 2.5(e12(a) shall become effective immediately after the record date for the determination of Lenders 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.
(iib) If In the Borrowerevent that the Company, at any time while after the Notes Original Issue Date, issues or sells any Common Stock or securities which are outstandingconvertible into or exchangeable for its Common Stock or any convertible or exchangeable securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible or exchangeable securities (other than shares or options issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Securities Purchase Agreement and listed in the Company's most recent periodic report filed under the Exchange Act) at an effective purchase price per share which is less than the Fixed Price then in effect, then the Fixed Price in effect immediately prior to such issue or sale shall distribute be reduced effective concurrently with such issue or sale to all holders an amount determined by multiplying such Fixed Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock evidences of its indebtedness outstanding immediately prior to such issue or assets or rights or warrants to subscribe for or purchase any securitysale, then the Conversion Price shall be reduced to equal the Conversion Price multiplied by a fraction plus (i2) the numerator number of which is equal to (A) the Market Price for Shares shares of Common Stock on which the record date aggregate consideration received by the Company for the distribution minus such additional shares would purchase at such Fixed Price then in effect; and (By) the price allocable to one share denominator of which shall be the number of shares of Common Stock of the value (as jointly determined in good faith by Company outstanding immediately after such issue or sale. For the board of directors purposes of the Borrower and foregoing adjustment, in the Lender) case of the issuance of any and all such evidences of indebtednessconvertible or exchangeable securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Date"Exchangeable Securities"), the maximum number of shares of Common Stock issuable upon the exercise, conversion or exchange of the Notes is changed into the same or a different number of shares of any class or classes of stocksuch Exchangeable Securities shall be deemed to be outstanding, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision that no further adjustment shall be made in a manner reasonably acceptable to upon the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders of shares actual issuance of Common StockStock upon exercise, all subject to further adjustment as provided herein. In exchange or conversion of such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e), the Borrower shall promptly mail to each holder of the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustmentExchangeable Securities.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vc) If the BorrowerCompany, at any time while after the Notes are outstandingOriginal Issue Date, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, security (excluding those referred to in Section 12(b) above) then in each such holders case the Fixed Price thereafter shall participate be determined by multiplying the Fixed Price in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note effect immediately prior to the record date fixed for determination of shareholders entitled to receive such dividenddistribution by a fraction of which the denominator shall be the Market Price for Shares of Common Stock (as defined below) determined as of the record date mentioned above, and of which the numerator shall be such Market Price for Shares of Common Stock on such record date less the then fair market value at such record date of the Conversion Price then portion of such assets or evidences of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board in existencegood faith; provided, however that in the event of a distribution exceeding twenty-five percent (25%) of the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Board and holders of a majority in interest of the Debentures. In either case the adjustments shall be described in a statement provided to all holders of Debentures of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one outstanding share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.
Appears in 1 contract
Samples: Securities Purchase Agreement (Nanopierce Technologies Inc)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e9(a) shall become effective immediately after the record date for the determination of Lenders 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).
(iib) If In the Borrower, at event that the Company issues or sells any time while the Notes are outstanding, shall distribute to all holders of shares of Common Stock evidences of or securities which are convertible into or exchangeable for its indebtedness Common Stock, or assets any warrants or other rights or warrants to subscribe for or to purchase or any securityoptions for the purchase of its Common Stock at a per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than:
(i) the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "ADJUSTMENT DATE"), then the Conversion Price per share shall be reduced adjusted downward to equal the Conversion such lower Per Share Selling Price multiplied effective concurrently with such issue or sale (it being acknowledged that upon a conversion or exercise by a fraction third party of a security convertible into or exercisable for Common Stock of the Company, the Holder shall be entitled only to the weighted average adjustments provided by (iii) below; except that there shall be no adjustment whatsoever upon the numerator exercise of which is equal to the following warrants: ZymeTx Purchase Partners (A43,876 shares); Presbyterian Health Foundation (21,875 shares and 5,666 shares); Oklahoma Medical Research Foundation (21,875 shares and 5,666 shares)); and
(ii) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower and the Lender) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iii) In the event that at any time or from time to time after the Closing Adjustment Date, then the Common Stock issuable upon the conversion of the Notes is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8), then and as a condition to each such event provision Affected Conversion Prices per share shall be made in a manner reasonably acceptable reduced effective concurrently with such issue or sale to the Lenders of Notes so that each holder of Notes shall have the right thereafter to convert such Note into the kind of stock receivable upon such recapitalization, reclassification or other change an amount determined by Lenders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula set forth herein for conversion shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. Whenever any element of multiplying the Conversion Price is adjusted pursuant to this Section 2.5(e)then in effect by a fraction, (A) the Borrower numerator of which shall promptly mail to each holder be the sum of (1) the Notes, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(iv) In the event of any taking by the Borrower of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower shall deliver to each holder of Notes at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(v) If the Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then such holders shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders held that number of shares of Common Stock that the holders would have been entitled to receive hereunder upon conversion of the Note and Convertible Securities (as defined below) outstanding immediately prior to such issue or sale, plus (2) the record date fixed for determination number of shareholders entitled to receive such dividend, at the Conversion Price then in existence.shares
Appears in 1 contract
Samples: 5% Senior Secured Convertible Debenture (Zymetx Inc)
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e8(a) shall become effective immediately after the record date for the determination of Lenders 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) the Market Price for Shares of Common Stock occurring on each Trading Day used to determine the Conversion Price hereunder, provided that such Trading Day occurred before the record date in the case of events referred to in the immediately preceding paragraph and the effective date in the case of the events referred to in clauses (ii) and (iii) of the immediately preceding paragraph.
(b) In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any convertible securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities at a per share of Common Stock selling price ("PER SHARE SELLING PRICE") which is less than:
(i) [INTENTIONALLY DELETED]
(ii) 90% of the Market Price for Shares of Common Stock on the Trading Day next preceding such issue or sale, then the Affected Conversion Prices per share shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Affected Conversion Price then in effect by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Market Price for Shares of Common Stock and (B) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. 12 Notwithstanding the foregoing, this provision shall not apply to (x) any issuances or sales of securities pursuant to employee or director option plans of the Company approved by shareholders or pursuant to contracts currently in effect and disclosed to the Holders, (y) arrangements with the Holders and (z) the issuances or sales of securities in connection with strategic acquisitions of other entities by the Company which engage in businesses related or complementary to the Company's business and that is not essentially a capital raising transaction on behalf of the Company. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("CONVERTIBLE SECURITIES"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. With respect to Convertible Securities, the Per Share Selling Price shall be equal to the lowest price at which shares of Common Stock may be issued on conversion, exercise or exchange of the Convertible Securities as of the issuance date of such Convertible Securities or any subsequent date, whichever results in the lower Per Share Selling Price. If such lowest price may change after issuance of the Convertible Securities (for example, by reason adjustments or resets resulting from changes in the market price for the Common Stock, or for any other reason) then this adjustment shall be recomputed to reflect such new "lowest price". In the event of any such issuance for a consideration which is less than the Market Price for Shares of Common Stock on the Trading Day next preceding such issue or sale and also less than the Conversion Price then in effect, than there shall be only one such adjustment by reason of such issuance, such adjustment to be that which results in the greatest reduction of the Conversion Price computed as aforesaid.
(c) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or securities or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Section 8(b) above) ("DISTRIBUTED PROPERTY"), then the prices referred to in (x) and (y) of the definition of the Affected Conversion Price Prices set forth in Section 8(a) above shall be reduced to equal the relevant Affected Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower Company and the LenderHolder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed property and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iiid) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for 13 elsewhere in this Section 8), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment adjustment, mutatis mutandis as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(e) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e)8, the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ivf) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vg) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of Shares shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, distributed property then such holders the Holder shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination distributed property as if the holders Holder held that number of shares of Common Stock that the holders Holder would have been entitled to receive hereunder upon conversion of the Note Debenture (without regard to Section 13) immediately prior to the record date fixed for determination of shareholders entitled to receive such dividenddistributed property, at the Conversion Price then in existence.
Appears in 1 contract
Stock Splits; Dividends; Adjustments; Reorganizations. (ia) If the BorrowerCompany, at any time while the Notes 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 the 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 2.5(e7(a) shall become effective immediately after the record date for the determination of Lenders 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: (i) the Conversion Price; and (ii) 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 7(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 7(a). In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock at a per share of Common Stock selling price ("Per Share Selling Price") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. Notwithstanding the foregoing, this provision shall not apply to shares or options issued or which may be issued pursuant to (i) the Company's current or future employee, director or bona fide consultant option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, (ii) strategic corporate alliances not undertaken principally for financing purposes, (iii) arrangements with the Holder or (iv) acquisitions of other entities by the Company. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities.
(iib) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any securitysecurity (excluding those referred to in Section 7(b) above), then the prices referred to in (ii) of the definition of the Affected Conversion Price Prices set forth in Section 7(a) above shall be reduced to equal the relevant Affected Conversion Price multiplied by a fraction (i) the numerator of which is equal to (A) the Market Price for Shares of Common Stock on the record date for the distribution minus (B) the price allocable to one share of Common Stock of the value (as jointly determined in good faith by the board of directors of the Borrower Company and the LenderHolder) of any and all such evidences of indebtedness, shares of capital stock, other securities or property, so distributed and (ii) the denominator of which is equal to the Market Price for Shares of Common Stock on the record date for the distribution.
(iiic) In the event that at any time or from time to time after the Closing Date, the Common Stock issuable upon the conversion of the Notes Debentures is changed into the same or a different number of shares of any class or classes of stock, whether by merger, consolidation, recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or reorganization provided for elsewhere in this Section 8)7), then and as a condition to each such event provision shall be made in a manner reasonably acceptable to the Lenders Holders of Notes Debentures so that each holder Holder of Notes Debentures shall have the right thereafter to convert such Note Debenture into the kind of stock receivable upon such recapitalization, reclassification or other change by Lenders holders of shares of Common Stock, all subject to further adjustment as provided herein. In such event, the formula formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock (applying the same factors used in determining the Conversion Price) issued in connection with the above described transaction. .
(d) Whenever any element of the Conversion Price is adjusted pursuant to this Section 2.5(e)7, the Borrower Company shall promptly mail to each holder Holder of the NotesDebentures, a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(ive) In the event of any taking by the Borrower Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible or exchangeable into or entitling the holders holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Borrower Company shall deliver to each holder Holder of Notes Debentures at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, security or right and the amount and character of such dividend, distribution, security or right.
(vf) If the BorrowerCompany, at any time while the Notes Debentures are outstanding, shall distribute to all holders of Shares of Common Stock evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, security (excluding those referred to in Section 7(b) above) then such holders the Holder shall participate in such distribution on a pro rata basis with the holders of shares of Common Stock entitled to receive such dividend, distribution, issuance, subdivision or combination as if the holders Holder held that number of shares of Common Stock that the holders Holder would have been entitled to receive hereunder upon conversion of the Note Debenture (without regard to Section 12) immediately prior to the record date fixed for determination of shareholders entitled to receive such dividend, at the Conversion Price then in existence.
Appears in 1 contract
Samples: Convertible Debenture (Pharmos Corp)
