Adjustment for Dividends and Distributions in Shares of Common Stock. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event: (a) the Applicable Exercise Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Applicable Exercise Price then in effect by a fraction: (i) the numerator of which shall be 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 shall be the total number of shares of Common Stock issued and outstanding immediately after 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; and (b) the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to the increase in the aggregate number of shares of Common Stock outstanding after giving effect to such dividend or distribution. Notwithstanding the foregoing, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Applicable Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Applicable Exercise Price shall be adjusted pursuant to this Section as of the time of actual payment of such dividends or distributions.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Additional Series B Stock Purchase Agreement (Pacific Mercantile Bancorp)
Adjustment for Dividends and Distributions in Shares of Common Stock. In the event the Company If, at any time or from time to time after during the Original Issue Date Conversion Price Adjustment Period, Comarco shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the issued and outstanding shares of Common Stock in additional shares of Comarco Common Stock, then and in each such event:
(a) event the Applicable Exercise Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Applicable Exercise Conversion Price then in effect immediately prior thereto by a fraction:
: (i) the numerator of which shall be the total number of shares of Comarco 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 shall be 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 shall be the total number of shares of Common Stock issued and outstanding immediately after 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; and
(b) the number of shares of Common Stock issuable on exercise of this Warrant shall be increased in proportion to the increase in the aggregate number of shares of Common Stock outstanding after giving effect to such dividend or distribution. Notwithstanding the foregoing, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Applicable Exercise Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Applicable Exercise Conversion Price shall be adjusted pursuant to this Section as of the time of actual payment of such dividends or distributions.
Appears in 1 contract
Sources: Secured Loan Agreement (Comarco Inc)