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 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.
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.
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.
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.
Adjustment Transaction If the adjustment results in an increase to a Member’s Activity-Based Stock Requirement, the Bank shall (i) Issue sufficient additional shares of Subclass B2 Capital Stock so that the Member meets its Activity-Based Stock Requirement; and (ii) debit the Member’s Daily Investment Account in the amount of the par value of the additional shares of Subclass B2 Capital Stock Issued.
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 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.
Adjustment Transaction has the meaning ascribed thereto in Section 2.9.
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
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, with respect to Class A Common Stock and/or Class B Common Stock (as applicable) any stock split, reverse stock split, stock dividend or stock distribution, issuances of any securities convertible to Class A Common Stock and/or Class B Common Stock (as applicable) or any other reorganization, recapitalization, reclassification, combination, exchange of shares or other similar recapitalization transactions with respect to Class A Common Stock and/or Class B Common Stock (as applicable). For the avoidance of doubt, in no event shall the Reclassification be deemed to be an Adjustment Transaction.
Adjustment Transaction means any of (i) any declaration of a dividend upon, or distribution in respect of, any of the Company's capital stock, payable in Common Stock, or options, warrants or securities convertible into Common Stock, (ii) the subdivision or combination by the Company of its outstanding Common Stock into a larger or smaller number of shares of Common Stock, (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 in which the Company's stockholders receive securities of another entity, or (v) the sale or transfer of the property of the Company in (or substantially in) its entirety in which the 70 Company's stockholders receive securities of another entity.