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

Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination 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 Conversion Price with respect to each series of Preferred Stock 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 with respect to each series of Preferred Stock 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 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 with respect to each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price with respect to each series of Preferred Stock shall be adjusted pursuant to this Section 4(d) to reflect the actual payment of such dividend or distribution.

Appears in 3 contracts

Sources: License Agreement (Genomatica Inc), License Agreement (Genomatica Inc), License Agreement (Genomatica Inc)

Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time on or after the Original Issue Date makes, or fixes a record date for the determination of Company pays to holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Series Preferred Conversion Price with respect to each series of Preferred Stock that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixedissuance, as of the close of business on such record date, provided below: (i) Each Series Preferred Conversion Price shall be adjusted by multiplying the Series Preferred Conversion Price with respect to each series of Preferred Stock then in effect by a fraction equal to: (iA) 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 dateissuance, and and (iiB) 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; (ii) If the Company fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, each Series Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; provided, however, that if and (iii) 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 each Series Preferred Conversion Price with respect to each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Series Preferred Conversion Price with respect to each series of Preferred Stock shall be adjusted pursuant to this Section 4(d4(f) to reflect the actual payment of such dividend or distribution.

Appears in 3 contracts

Sources: License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Lumena Pharmaceuticals, Inc.)

Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend divided or other distribution payable in additional shares of Common Stock, in each such event the Series A Conversion Price with respect to each series of Preferred Stock and the Series B/B-1 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 each of the Series A Conversion Price with respect to each series of Preferred Stock and the Series B/B-1 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 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 Series A Conversion Price with respect to each series of Preferred Stock and the Series B/B-1 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Conversion Price with respect to each series of Preferred Stock and the Series B/B-1 Conversion Price shall be adjusted pursuant to this Section 4(d4.2(e)(v) to reflect the actual payment of such dividend or distribution.

Appears in 3 contracts

Sources: Preferred Stock Purchase Agreement (Velocom Inc), Series B Preferred Stock Purchase Agreement (Velocom Inc), Supplemental Series B Preferred Stock Purchase Agreement (Velocom Inc)

Adjustment for Common Stock Dividends and Distributions. If the Corporation corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event each of the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price with respect to each series of Preferred Stock and the Series D 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 each of the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price with respect to each series of Preferred Stock and the Series D 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 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, each of the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price with respect to each series of Preferred Stock and the Series D Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price with respect to each series of Preferred Stock and the Series D Conversion Price shall be adjusted pursuant to this Section 4(dB4(g) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Subordinated Convertible Note and Warrant Purchase Agreement (Nimblegen Systems Inc), Warrant Agreement (Nimblegen Systems Inc)

Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination 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 Series A Preferred Conversion Price with respect to each series of and the Series B Preferred Stock 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 Series A Preferred Conversion Price with respect to each series of or the Series B Preferred Stock 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 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 Series A Preferred Conversion Price with respect to each series of and the Series B Preferred Stock Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price with respect to each series of and the Series B Preferred Stock Conversion Price shall be adjusted pursuant to this Section 4(d4(f) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Series B Preferred Stock Purchase Agreement (Oryx Technology Corp)

Adjustment for Common Stock Dividends and Distributions. If the Corporation If, at any time or from time to time after the original issue date of the Series A Preferred Stock (the "Original Issue Date Date"), 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 in additional shares of Common Stock, Stock or a security or right convertible into or entitling the holder thereof to receive one share of Common Stock (a "Common Stock Equivalent") in each such event the Conversion Price with respect to each series of Preferred Stock 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 with respect to each series of Preferred Stock 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 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 with respect to each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price with respect to each series of Preferred Stock shall be adjusted pursuant to this Section 4(d4(e)(i) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Preferred Stock and Warrant Purchase Agreement (Metawave Communications Corp)

Adjustment for Common Stock Dividends and Distributions. If the Corporation HBT at any time or from time to time after the Original Issue Date makes, or fixes a record date for the determination 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 Conversion Price with respect to for each series of Preferred Stock 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 with respect to for each series of Preferred Stock 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 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; providedPROVIDED, howeverHOWEVER, that if such each 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 with respect to for each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price with respect to for each series of Preferred Stock shall be adjusted pursuant to this Section 4(d4(f) to reflect the actual payment of such dividend or distribution.

Appears in 1 contract

Sources: Reorganization Agreement (Hydrogen Burner Technology Inc)