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

Adjustment for Common Stock Dividends and Distributions. If at any time or from time to time after the Series B Original Issue Date, the Corporation pays a dividend or other distribution in additional shares of the Common Stock, the applicable Series A Preferred Conversion Price and Series B Conversion Price that are then in effect shall be decreased as of the time of such issuance, as provided below. (i) The Series A Preferred Conversion Price and Series B Conversion Price shall be adjusted by multiplying such Series A Preferred Conversion Price and Series B Conversion Price, respectively, then in effect by a fraction: (A) the numerator of which is fee total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and (B) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution; (ii) If the Corporation fixes a record date to determine which holders of the Common Stock are entitled to receive such dividend or other distribution, the applicable Series A Preferred Conversion Price and Series B Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of the Common Stock shall be calculated immediately prior to the close of business on such record date; 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 applicable Series A Preferred Conversion Price and Series B Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price and Series B Preferred Conversion Price shall be adjusted pursuant to this Section 4(f) to reflect the actual payment of such dividend or distribution.

Appears in 2 contracts

Sources: Share Exchange Agreement (Paylocity Holding Corp), Share Exchange Agreement (Paylocity Holding Corp)

Adjustment for Common Stock Dividends and Distributions. If If, at any time or from time to time after the Series B Original Issue Date, the Corporation pays Company 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 the Common Stock, in each such event (x) the applicable Series A Preferred Conversion Price and Series B Conversion Warrant Price that are is then in effect shall be decreased as of the time of such issuanceissuance or, in the event such record date is fixed, as provided below. (i) The Series A Preferred Conversion Price and Series B Conversion Price shall be adjusted of the close of business on such record date, by multiplying such Series A Preferred Conversion the Warrant Price and Series B Conversion Price, respectively, then in effect by a fraction: fraction (AI) the numerator of which is fee the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuanceissuance or the close of business on such record date, and and (BII) 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; distribution (iithe "Adjustment Factor") If and (y) the Corporation fixes a number of shares of Common Stock issuable upon the exercise of this Warrant (the "Number Issuable") shall be increased as of the time of such issuance or, in the event such record date to determine which holders of the Common Stock are entitled to receive such dividend or other distributionis fixed, the applicable Series A Preferred Conversion Price and Series B Preferred Conversion Price shall be fixed as of the close of business on such record date and date, by dividing the number of shares of Number Issuable by the Common Stock shall be calculated immediately prior to the close of business on such record dateAdjustment Factor; and (iii) If 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 applicable Series A Preferred Conversion Warrant Price and Series B Preferred Conversion Price Number Issuable shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Warrant Price and Series B Preferred Conversion Price the Number Issuable shall be adjusted pursuant to this Section 4(f4(a)(ii) to reflect the actual payment of such dividend or distribution."

Appears in 1 contract

Sources: Securities Purchase Agreement (Glycogenesys Inc)

Adjustment for Common Stock Dividends and Distributions. If the Corporation at any time or from time to time after the Series B C Original Issue DateDate makes, or fixes a record date for the Corporation pays determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of the Common Stock, in each such event the applicable Series A Preferred Applicable Conversion Price and Series B Conversion Price Prices that are then in effect shall be decreased as of the time of such issuanceissuance or, in the event such record date is fixed, as provided below. (i) The Series A Preferred of the close of business on such record date, to the price determined by, by multiplying each Applicable Conversion Price and Series B Conversion Price shall be adjusted by multiplying such Series A Preferred Conversion Price and Series B Conversion Price, respectively, then in effect by a fraction: fraction (A1) the numerator of which is fee the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuanceissuance or the close of business on such record date, and and (B2) 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 Corporation fixes a record date to determine which holders of the Common Stock are entitled to receive such dividend or other distribution; provided, the applicable Series A Preferred Conversion Price and Series B Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of the Common Stock shall be calculated immediately prior to the close of business on such record date; and (iii) If 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 applicable Series A Preferred Conversion Price and Series B Preferred each Applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price and Series B Preferred each Applicable Conversion Price shall be adjusted pursuant to this Section 4(fArticle 4.B.3(f) to reflect the actual payment of such dividend or distribution; and provided further, that if an adjustment has been made to any Applicable Conversion Price on the fixing of the record date for a dividend or distribution, no additional adjustment shall be made when such dividend is paid or distribution is made.

Appears in 1 contract

Sources: Merger Agreement (Allied Riser Communications Corp)