Adjustment Transaction shall have the meaning set forth in Section 6(g).
Adjustment Transaction means any of (i) the declaration of a distribution upon, or distribution in respect of, any of the Company’s Shares or other equity interests, payable in Shares, Convertible Securities or Share Purchase Rights, (ii) the subdivision or combination by the Company of its outstanding Shares into a larger or smaller number of Shares, as the case may be, (iii) a Dilutive Transaction, (iv) any capital reorganization or reclassification of the Shares or other equity interests of the Company, (v) the consolidation or merger of the Company with or into another Person, (vi) the sale or transfer of the property of the Company as (or substantially as) an entirety, or (vii) any event as to which the foregoing clauses are not strictly applicable but the failure to make an adjustment in the number of Issuable Warrant Shares hereunder would not fairly protect the purchase rights, without dilution, represented by this Warrant.
Adjustment Transaction means any of: (i) the issuance or sale of Common Stock, Class B Common Stock or Common Stock Equivalents for less than Fair Value (as hereinafter defined) (other than delivery of shares of Common Stock upon exercise of this Warrant), in addition to the number of shares outstanding as of the date hereof, as disclosed herein, including, without limitation, any issuance of Common Stock, Class B Common Stock or Common Stock Equivalents in connection with the settlement of that certain litigation disclosed as Items 1.5(n)1, 2 and 3 in the DISCLOSURE SCHEDULE and Items 1., 2., 3. and 4. in the Schedules (the "SETTLEMENT STOCK"), which Settlement Stock is valued at less than Fair Value as of the date of such settlement or as of the date such Settlement Stock is actually tendered to the participants in said litigation, (ii) the declaration of a Dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock or Common Stock Equivalents, (iii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iv) any capital reorganization or reclassification of the Common Stock or Class B Common Stock of the Company, (v) the consolidation or merger of the Company or any Subsidiary (as hereinafter defined) with or into another corporation, (vi) the sale or transfer or other disposition of all or substantially all of the property of the Company, (vii) the dissolution, liquidation or winding up of the Company or (viii) any event as to which the foregoing clauses are not strictly applicable, but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by the Warrant.
Examples of Adjustment Transaction in a sentence
Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such action take place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive the benefit of such Adjustment Transaction.
The issuance of additional capital stock, securities which are convertible to the Company's capital stock (including but not limited to warrants and convertible notes) or the issuance of capital stock upon conversion of any such convertible securities shall not constitute an Adjustment Transaction.
If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction.
For the avoidance of doubt, if there is any Adjustment Transaction in which the Class A Common Stock is converted or changed or exchanged into or for another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.
The Conversion Price shall be proportionately adjusted upon a reorganization, reclassification, which substantially affects the Company's entire capital stock, or a stock split or similar transaction (an "Adjustment Transaction").
More Definitions of Adjustment Transaction
Adjustment Transaction means any of (i) the declaration of a dividend upon, or distribution in respect of, any of the Company’s capital stock, payable in Common Stock, Convertible Securities or Stock Purchase Rights, (ii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iii) any capital reorganization or reclassification of the capital stock of the Company, (iv) the consolidation or merger of the Company with or into another corporation, (v) the sale or transfer of the property of the Company as (or substantially as) an entirety, or (vi) any event as to which the foregoing clauses are not strictly applicable but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by this Warrant.
Adjustment Transaction means any of (i) the issuance or sale of ---------------------- Common Stock or Common Stock Equivalents in addition to the number of shares outstanding as of the date hereof as disclosed on Schedule I, except for (1) the issuance after the date of this Agreement to directors, officers or other employees of the Company or one of its Subsidiaries of options or warrants to purchase not more than an aggregate of 5,875 shares of Common Stock for an exercise price of not less than Fair Value per share at the date of grant or (2) the sale by the Company for cash of Common Stock to any unrelated third party for not less than Fair Value, (ii) the declaration of a Dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock or Common Stock Equivalents, (iii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iv) any capital reorganization or reclassification of the capital stock of the Company, (v) the consolidation or merger of the Company or any Subsidiary with or into another corporation, (vi) the sale or transfer or other disposition of the property of the Company or any Subsidiary as (or substantially as) an entirety, (vii) the dissolution, liquidation or winding up of the Company or (viii) any event as to which the foregoing clauses are not strictly applicable but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by the Warrants.
Adjustment Transaction has the meaning set forth in Section 4(a).
Adjustment Transaction means (a) any purchase of more than 50% of the outstanding Units by any person who is not a Member or an Affiliate of a Member; (b) any transaction or contract or series of transactions or contracts resulting in Units ordinarily representing the right to elect a majority of the Board of Directors of the Company being owned or controlled by any person other than a Member or an Affiliate of a Member or by a group of persons acting in concert any of whom are not a Member or an Affiliate of a Member; (c) any issuance or sale by the Company of securities or other rights or instruments having the right to require the issuance or sale of Units constituting more than 50% of the outstanding Units immediately following such issuance or sale of such Units; (d) any sale by the Company of all, or substantially all, of its assets; (e) any liquidation or dissolution of the Company; or (f) any transaction or combination of the transaction having substantially the same effect as any of the foregoing.
Adjustment Transaction has the meaning ascribed thereto in Section 2.9.
Adjustment Transaction means any of (i) the declaration of a dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock, Convertible Securities or Stock Purchase Rights, (ii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iii) any capital reorganization or reclassification of the capital stock of the Company, (iv) the consolidation or merger of the Company with or into another corporation, (v) the sale or transfer of the property of the Company as (or substantially as) an entirety, or (vi) any event as to which, in the opinion of the Company's Board of Directors, acting in its sole discretion, the foregoing clauses are not strictly applicable but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by this Warrant.
Adjustment Transaction means any of (i) the declaration of a dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock, Convertible Securities or Stock Purchase Rights, (ii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, as the case may be, (iii) a Dilutive Transaction, (iv) any capital reorganization or reclassification of the capital stock of the Company, (v) the consolidation or merger of the Company with or into another corporation, (vi) the sale or transfer of the property of the Company as (or substantially as) an entirety or (vi) any event as to which the foregoing clauses are not strictly applicable but the failure to make an adjustment in the Exercise Price hereunder would not fairly protect the purchase rights, without dilution, represented by this Warrant.