Common use of Stock Splits, Subdivisions, Reclassifications or Combinations Clause in Contracts

Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, in each case, in which the shares of the Series A Convertible Preferred Stock do not participate, the number of shares of Common Stock issuable upon conversion of each share of Series A Convertible Preferred Stock at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding so that after such date each share of Series A Convertible Preferred Stock shall be convertible into the number of shares of Common Stock which a holder of one share of Series A Convertible Preferred Stock would have owned or been entitled to receive in respect of such share of Series A Convertible Preferred Stock after such date had such holder converted its share of Series A Convertible Preferred Stock immediately prior to the date of the applicable event occurring in clauses (i)-(iii) above. In such event, the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon conversion of one share of Series A Convertible Preferred Stock before such adjustment and (2) the Conversion Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of shares of Common Stock issuable upon conversion of one share of Series A Convertible Preferred Stock determined pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Securities Purchase Agreement (Velocity Financial, Inc.)

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Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation Company shall (i) declare and pay a dividend or otherwise make a distribution on its Common Stock Stock, in any such case, payable in shares of Common StockStock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivide (by any stock split, recapitalization or reclassify otherwise) the outstanding shares of Common Stock into a greater number of shares, or (iii) combine (including by way of reverse stock split) or reclassify the outstanding shares of Common Stock into a smaller number of shares, in each case, in which the shares of the Series A Convertible Preferred Stock do not participate, the number of shares of Common Stock Shares issuable upon conversion exercise of each share of Series A Convertible Preferred Stock this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding so that the Warrantholder after such date each share of Series A Convertible Preferred Stock shall be convertible into entitled to purchase the number of shares of Common Stock which a such holder of one share of Series A Convertible Preferred Stock would have owned or been entitled to receive in respect of such share the shares of Series A Convertible Preferred Common Stock subject to this Warrant after such date had such holder converted its share of Series A Convertible Preferred Stock this Warrant been exercised immediately prior to the date of the applicable event occurring in clauses (i)-(iii) abovesuch date. In such event, the Conversion Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock Shares issuable upon conversion the exercise of one share of Series A Convertible Preferred Stock this Warrant before such adjustment and (2) the Conversion Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the such dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of shares of Common Stock Shares issuable upon conversion exercise of one share of Series A Convertible Preferred Stock the Warrant determined pursuant to the immediately preceding sentence. Any adjustment made pursuant to this Section 15(A) shall, in the case of such a dividend or distribution, become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and, in the case of a subdivision, combination or re-classification, become effective immediately after the effective date of such subdivision, combination or re-classification. In the event that any such dividend or distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to make such dividend or distribution, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Appears in 1 contract

Samples: Warrant Agreement (Granite Point Mortgage Trust Inc.)

Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, in each case, in which the shares of the Series A Convertible Preferred Stock do not participateor (iv) complete any similar transaction, the number of shares of Common Stock Warrant Shares issuable upon conversion exercise of each share of Series A Convertible Preferred Stock this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding so that the Warrantholder after such date each share of Series A Convertible Preferred Stock shall be convertible into entitled to purchase the number of shares of Common Stock which a such holder of one share of Series A Convertible Preferred Stock would have owned or been entitled to receive in respect of such share the shares of Series A Convertible Preferred Common Stock subject to this Warrant after such date had such holder converted its share of Series A Convertible Preferred Stock this Warrant been exercised immediately prior to the date of the applicable event occurring in clauses (i)-(iii) abovesuch date. In such event, the Conversion Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock Warrant Shares issuable upon conversion the exercise of one share of Series A Convertible Preferred Stock this Warrant before such adjustment and (2) the Conversion Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of shares of Common Stock Warrant Shares issuable upon conversion exercise of one share of Series A Convertible Preferred Stock the Warrant determined pursuant to the immediately preceding sentence. In the event that the Company makes an extraordinary dividend (e.g., a dividend of cash, stock or other assets of the Company other than as contemplated in this Section 13(A) and/or other than in the ordinary course of the Company’s business and consistent with the Company’s past dividend practices, which, for the avoidance of doubt, shall not include any cash dividends to the extent the aggregate per share dividends paid on the outstanding Common Stock in any quarter exceeds $0.089 per share, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction), the Exercise Price then in effect shall be reduced proportionately; provided, that, for the avoidance of doubt, any dividend that is required to be made pursuant to the applicable certificate of designation of any preferred securities of the Company shall not be considered an “extraordinary dividend”.

Appears in 1 contract

Samples: Share Exchange Agreement (United Community Banks Inc)

Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation Purchaser shall at any time or from time to time (i) declare and declare, order, pay or make a dividend or make a distribution on its Purchaser Common Stock in shares of Purchaser Common Stock, (ii) split, subdivide or reclassify the outstanding shares of Purchaser Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Purchaser Common Stock into a smaller number of shares, in each case, in which the shares of the Series A Convertible Preferred Stock do not participate, the number of shares of Common Stock Warrant Shares issuable upon conversion exercise of each share of Series A Convertible Preferred Stock this Warrant at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be proportionately adjusted in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding so that the Holder immediately after such record date each share of Series A Convertible Preferred Stock or effective date, as the case may be, shall be convertible into entitled to purchase the number of shares of Purchaser Common Stock which a such holder of one share of Series A Convertible Preferred Stock would have owned or been entitled to receive in respect of such share the shares of Series A Convertible Preferred Purchaser Common Stock subject to this Warrant after such date had such holder converted its share of Series A Convertible Preferred Stock this Warrant been exercised in full immediately prior to such record date or effective date, as the date case may be (disregarding whether or not this Warrant had been exercisable by its terms at such time), subject to the provisions of the applicable event occurring in clauses (i)-(iii) aboveSection 5(e). In the event of such eventadjustment, the Conversion Warrant Price in effect at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock Warrant Shares issuable upon conversion the exercise of one share of Series A Convertible Preferred Stock this Warrant in full before the adjustment determined pursuant to the immediately preceding sentence (disregarding whether or not this Warrant was exercisable by its terms at such adjustment time) and (2) the Conversion Warrant Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to this such adjustment by (y) the new number of shares of Common Stock Warrant Shares issuable upon conversion exercise of one share of Series A Convertible Preferred Stock the Warrant in full determined pursuant to the immediately preceding sentencesentence (disregarding whether or not this Warrant is exercisable by its terms at such time).

Appears in 1 contract

Samples: Warrant Agreement (B. Riley Financial, Inc.)

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Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation Company shall at any time or from time to time (i) declare and declare, order, pay or make a dividend or make a distribution on its Common Stock in shares of the Common Stock, (ii) split, subdivide or reclassify the outstanding shares of the Common Stock into a greater number of shares, shares or (iii) combine or reclassify the outstanding shares of the Common Stock into a smaller number of shares, in each case, in which the shares of the Series A Convertible Preferred Stock do not participate, the number of shares of Common Stock Warrant Shares that would be issuable upon conversion the issuance and exercise of each share of Series A Convertible Preferred Stock any Subsequent Warrant, at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification reclassification, shall be proportionately adjusted in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding so that Amazon, or any of its permitted assigns under the Warrant (the “Warrantholder”), immediately after such record date each share of Series A Convertible Preferred Stock shall or effective date, as the case may be, would be convertible into entitled to purchase the number of shares of the Common Stock which a such holder of one share of Series A Convertible Preferred Stock would have owned or been entitled to receive in respect of the shares of the Common Stock subject to such share of Series A Convertible Preferred Stock Subsequent Warrant after such date had such holder converted its share of Series A Convertible Preferred Stock Subsequent Warrant been issued and exercised in full immediately prior to such record date or effective date, as the date of the applicable event occurring in clauses case may be (i)-(iii) abovedisregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time). In the event of such eventadjustment, solely with respect to any such Subsequent Warrant issued on or prior to March 31, 2019, the Conversion Exercise Price in effect that would be payable at the time of the record date for such dividend or distribution or the effective date of such split, subdivision, combination or reclassification shall be immediately adjusted to the number obtained by dividing (x) the product of (1A) the number of shares of Common Stock Warrant Shares issuable upon conversion the issuance and exercise of one share of Series A Convertible Preferred Stock such Subsequent Warrant in full before the adjustment determined pursuant to the immediately preceding sentence (disregarding whether or not such adjustment Subsequent Warrant had been issued or become exercisable by its terms at such time) and (2B) the Conversion Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, split, subdivision, combination or reclassification giving rise to this such adjustment by (y) the new number of shares of Common Stock Warrant Shares issuable upon conversion issuance and exercise of one share of Series A Convertible Preferred Stock such Subsequent Warrant in full determined pursuant to the immediately preceding sentencesentence (disregarding whether or not such Subsequent Warrant had been issued or become exercisable by its terms at such time).

Appears in 1 contract

Samples: Investment Agreement (Air Transport Services Group, Inc.)

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