Adjustment of Exchange Number Sample Clauses

Adjustment of Exchange Number. The Exchange Number (or the number and kind of securities to be received upon exercise in the case of subsections 5.2(4) and (5) below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 and as follows: (1) If prior to the Exercise Date the Corporation shall: (a) issue to all or substantially all the holders of the Common Shares, by way of a stock distribution, stock dividend or otherwise, Common Shares or Convertible Securities; or (b) subdivide its outstanding Common Shares into a greater number of Common Shares; or (c) combine or consolidate its outstanding Common Shares into a smaller number of Common Shares, (any of these events being herein called a “Securities Reorganization”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Securities Reorganization to a number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction: (i) the numerator of which shall be the number of Common Shares outstanding after giving effect to the Securities Reorganization; and (ii) the denominator of which shall be the number of Common Shares outstanding on the record date before giving effect to the Securities Reorganization. For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 5.2(1), there shall be included that number of Common Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities. (2) If prior to the Exercise Date the Corporation shall issue rights, options or warrants to all or substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Share Price at the record date for such distribution (any such issuance being herein called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “Offered Securities”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights ...
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Adjustment of Exchange Number. The Exchange Number (or the number and kind of shares or securities to be received upon exercise in the case of sections 7.6 and 7.
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Adjustment of Exchange Number. As promptly as practicable following the delivery of each Reference Financial Statement together with the related AOZT Financial Report, the Exchange Number shall be adjusted as follows: (i) in the event that the Net Income (as hereinafter defined) reflected in the Reference Financial Statement for the fiscal year reported on therein differs from the Net Income reflected in the business plan for AOZT, dated May 24, 1995, attached hereto as Exhibit A (the "Business Plan") for such period by at least 10%, then the Exchange Number with respect to the related Reference Date shall be adjusted by multiplying the Reference Exchange Number by a fraction, the numerator of which shall be equal to the Net Income reflected in such AOZT Financial Report for such fiscal year and the denominator of which shall be equal to the Net Income reflected in the Business Plan for such fiscal year; and (ii) in the event that the GTS Share Price with respect to such Reference Date has been adjusted according to the provisos included in Section 1.06(c), then the Exchange Number with respect to such Reference Date, as adjusted pursuant to Section 1.06(d)(i), shall be multiplied by a fraction, the numerator of which shall be equal to the GTS Share Price before the adjustment set forth in clauses (i) or (ii) of Section 1.06(c) and the denominator of which shall be equal to the GTS Share Price after such adjustment; 8 7 provided, however, in the event that sum of the Net Income reflected in the Reference Financial Statements for the three fiscal years ending on December 31, 1998 differs from the sum of the Net Income reflected in the Business Plan for such years by at least 10%, then the Exchange Number shall be adjusted (1) by multiplying the Reference Exchange Number by a fraction, the numerator of which shall be equal to the sum of the Net Income reflected in the Reference Financial Statements for such years and the denominator of which shall be equal to the Net Income reflected in the Business Plan for such years and (2) as set forth in Section 1.06(d)(ii), and the number of Exchange Shares to be delivered pursuant to Section 1.02(f) shall be equal to such adjusted Exchange Number less the aggregate number of shares previously delivered to the Seller by GTS pursuant to Section 1.02;
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Related to Adjustment of Exchange Number

  • Adjustment of Exchange Ratio In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock, respectively, shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the Exchange Ratio shall be appropriately adjusted.

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Issuer as follows: (a) If the Parent Guarantor issues shares of Common Stock as a dividend or distribution on the Common Stock to all holders of Common Stock, or if the Parent Guarantor effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1/OS0 where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable; OS0 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination, as applicable; and OS1 = the number of shares of Common Stock outstanding on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination, as applicable, as if such dividend, distribution, split or combination occurred at that time. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Parent Guarantor issues to all holders of Common Stock any rights, warrants, options or other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Stock or securities convertible into Common Stock within 45 days after the issuance thereof, in either case at an exercise price per share of Common Stock or a conversion price per share less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance, the Exchange Rate will be adjusted based on the following formula (provided that the Exchange Rate will be readjusted to the extent that such rights, warrants, options, or other securities or convertible securities are not exercised or converted prior to the expiration of the exercisability or convertibility thereof): ER1 = ER0 × (OS0 + X)/(OS0 + Y) where ER0 = the Exchange Rate in effect immediately prior to the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect on and immediately after the Ex-Dividend Date for such issuance; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such issuance;

  • Adjustment of Warrant Price and Warrant Share Number The number of shares of Common Stock for which this Warrant is exercisable, and the price at which such shares may be purchased upon exercise of this Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with Section 5. (a) Recapitalization, Reorganization, Reclassification,

  • Adjustment of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price.

  • Adjustment of Warrant Price The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.