Common use of Adjustment for Common Stock Dividends and Distributions Clause in Contracts

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is 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 Conversion Price by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Convertible Note (Bulldog Technologies Inc), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Exercise Price that is 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 Conversion Exercise Price then in effect by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Conversion Exercise Price shall be adjusted pursuant to this Section 5(b3.1(a)(ii) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Warrant Agreement (Id Systems Inc), Warrant Agreement (KCS Energy Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company If, at any time or from time to time after the Date original issue date of the Series B Preferred Stock (the "Original Issue issuesDate"), the Corporation makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common StockStock or Common Stock Equivalents, in each such event the Conversion Price that is 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 Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock and Common Stock Equivalents 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 or Common Stock Equivalents 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b4(e)(i) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Preferred Stock Purchase Agreement (Wireless Facilities Inc), Preferred Stock Purchase Agreement (Wireless Facilities Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Exercise Price that is 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 Conversion Exercise Price by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Exercise Price shall be adjusted pursuant to this Section 5(b8(b) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Common Stock Purchase Warrant (Counterpath Solutions, Inc.), Private Placement Subscription Agreement (Counterpath Solutions, Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is 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 Conversion Price by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b6(b) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Subordinated Convertible Note (Houston American Energy Corp)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Exercise Price that is 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 Conversion Exercise Price by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Exercise Price shall be adjusted pursuant to this Section 5(b9(b) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Bulldog Technologies Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issues, or fixes a record date for the determination of holders of Common Stock common stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stockcommon stock, the Conversion Price that is 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 Conversion Price by a fraction (i) the numerator of which is the total number of shares of Common Stock common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock 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 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Private Placement Subscription Agreement (Southern Star Energy Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, then in each such event the Conversion Price that is 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 Conversion Price then in effect by a fraction (i) the numerator 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, date and (ii) the denominator of which is the sum of 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b5(f) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Investment Agreement (Edge Technology Group Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Exercise Price that is 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 Conversion Exercise Price then in effect by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Exercise Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Conversion Exercise Price shall be adjusted pursuant to this Section 5(b3.l(a)(ii) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Warrant Agreement (Remote Knowledge Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Exercise Price that is 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 Conversion Exercise Price then in effect by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Exercise Price shall be adjusted pursuant to this Section 5(b) 4f to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Warrant Agreement (Tyler Technologies Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company If, at any time or from time to time after the Date original issue date of the Series A Preferred Stock (the "Original Issue issuesDate"), the Corporation makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common StockStock or Common Stock Equivalents, in each such event the Conversion Price that is 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 Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock and Common Stock Equivalents issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the sum of the total number of shares of Common Stock and Common Stock Equivalents 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 or Common Stock Equivalents 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b4(e)(i) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Wireless Facilities Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend divided or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Price that is Prices 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 each Conversion Price then in effect by a fraction (i1) the numerator 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, and (ii2) the denominator of which is the sum of 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 Conversion Price Prices shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price Prices shall be adjusted pursuant to this Section 5(b5(f) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Issue Date of Original Issue issuesmakes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, then, in each such event, the Conversion Price that is 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 Conversion Price then in effect by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 issued or 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, then the Conversion Price shall be recomputed accordingly as of the close of business on such record date date, and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b3.2(g)(v)(2) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Restructuring Agreement (Ener1 Inc)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue issuesdeclares, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Price that is then in effect shall be decreased as of the time of such issuance event or, in the event if 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 (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance event or the close of business on such record date, date and (ii) the denominator of which is the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance event or the close of business on such record date date, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; providedPROVIDED, howeverHOWEVER, 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 5(b) 2.4.c to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Debenture Purchase Agreement (3d Systems Corp)

Adjustment for Common Stock Dividends and Distributions. If the Company Corporation at any time or from time to time after the Date of Original Issue issuesDate makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend divided or other distribution payable solely in additional shares of Common Stock, in each such event the Conversion Price that is Prices 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 each Conversion Price then in effect by a fraction (i1) the numerator 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, and (ii2) the denominator of which is the sum of 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 Conversion Price Prices shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price Prices shall be adjusted pursuant to this Section 5(b5(e) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Company at any time or from time to time after the Date of Original Issue Issue, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable solely in additional shares of Common Stock, the Conversion Price that is 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 Conversion Price by a fraction (i) the numerator 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, and (ii) the denominator of which is the sum of 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 5(b) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Convertible Note Agreement (Counterpath Solutions, Inc.)