Adjustments to Conversion Ratio Clause Samples
The "Adjustments to Conversion Ratio" clause defines how and when the ratio used to convert one type of security or instrument into another may be modified. Typically, this clause applies to convertible securities, such as convertible bonds or preferred shares, and outlines specific events—like stock splits, dividends, or mergers—that would trigger a recalculation of the conversion ratio to ensure holders receive equivalent value. Its core practical function is to protect investors from dilution or loss of value due to corporate actions, thereby maintaining fairness and predictability in the conversion process.
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Adjustments to Conversion Ratio. For so long as any shares of Series H Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series H Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued in connection with an equity line of credit or upon exercise of warrants issued in connection with an equity line of credit, shares of Common Stock issued upon conversion of the Corporation's convertible preferred stock outstanding on the Original Issuance Date, or shares of Common Stock issued in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans or warrants issued in connection with an equity line of credit), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at a price or rate lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation, unless the unadjusted Conversion Price would be lower than the Adjusted Conversion Price. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to...
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows:
(A) If and whenever the Corporation issues or sells, or in accordance with paragraph 5(ii) is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the applicable Conversion Ratio in effect immediately prior to the time of such issue or sale, then immediately upon such issue or sale or deemed issue or sale such Conversion Ratio shall be reduced to eighty-five percent (85%) of the per share consideration received by the Corporation for such shares of Common Stock issued or deemed to have been issued.
(a) As used herein, "Common Stock Deemed Outstanding" means, at any given time, without duplication, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to subparagraphs 5(a)(ii)(A) and 5(a)(ii)(B) hereof whether or not the Options or Convertible Securities (as such terms are defined in subparagraph 5(a)(ii)(A) below) are actually exercisable at such time, plus the number of shares of Common Stock issuable upon exercise of Options outstanding at such time, as such number of shares is proportionately adjusted for stock splits, stock dividends, stock combinations and other recapitalizations.
Adjustments to Conversion Ratio. For so long as this Note is outstanding, if the Issuer (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Shares at a purchase price representing a percentage of the Current Market Price of the Common Shares on the date of issuance thereof that is lower than 75%, (B) warrants or options with a strike price representing a percentage of the Current Market Price of the Common Shares on the date of issuance of the warrants or options that is lower than 75%, or (C) convertible or exchangeable securities with a right to exchange at lower than 75% of the Current Market Price of the Common Shares on the date of issuance or conversion, as applicable, of such convertible or exchangeable securities; and (ii) grants the right to the purchaser(s) thereof to demand that the Issuer register under the Securities Act such Common Shares issued or the Common Shares for which such warrants or options may be exercised or such convertible or exchangeable securities may be converted or exchanged, then the Conversion Ratio shall be reduced to equal the lowest of any such lower percentages.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock, reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock) occurring after the date hereof and prior to the Effective Time.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted to reflect fully the effect of any share sub-division or combination, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock or Parent Common Stock occurring after the date hereof and prior to the Merger Effective Time, so as to provide holders of Parent Common Stock and Company Common Stock the same economic effect as contemplated by this Agreement prior to such share sub-division or combination, stock dividend, reorganization, recapitalization or like change.
Adjustments to Conversion Ratio. Subject to Section 7.3(f), notwithstanding anything to the contrary set forth herein, if the amount of cash and cash equivalents of Fros▇ ▇▇▇▇▇ ▇▇▇s the amount of liabilities of Fros▇ ▇▇▇▇▇ ▇▇▇s any amounts paid A-7 14 or payable to NASDAQ for Small Cap listing fees by Fros▇ ▇▇▇▇▇ ▇▇▇s any director's and officer's insurance premiums paid or payable by Fros▇ ▇▇▇▇▇ (▇▇l calculated in accordance with generally accepted accounting principles) at the Effective Time ("Net Cash Assets") is less than $4,500,000, then the Conversion Ratio shall be automatically adjusted to the nearest lower whole number by multiplying it by a fraction, the numerator of which is 4,500,000 and the denominator of which is the Net Cash Assets.
Adjustments to Conversion Ratio. The number of shares of Common Stock into which each share of the Series A Preferred is convertible, and the number of votes to which the holder of a share of the Series A Preferred is entitled pursuant to Section 4, shall be subject to adjustment from time to time as follows:
Adjustments to Conversion Ratio. The Conversion Ratio and ------------------------------- the Affiliate Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Target Common Stock, reorganization, recapitalization or other like change with respect to Acquiror Common Stock or Target Common Stock) occurring after the date hereof and prior to the Effective Time.
Adjustments to Conversion Ratio. The Conversion Ratio shall be adjusted, from time to time by the Board of Directors of the Corporation, to reflect the effect of any stock dividend, stock split, reverse stock split, merger, consolidation, recapitalization (other than the issuance of Common Stock in exchange for indebtedness or other obligation of similar value), reorganization or other similar transaction affecting the Corporation so that immediately following such event the holders of the Series A Preferred Stock shall be entitled to receive upon conversion thereof the kind and amount of shares of securities of the Corporation and other property which they would have owned or been entitled to receive upon or by reason of such event if such shares of Series A Preferred Stock had been converted immediately before the record date (or, if no record date, the effective date) for such event. An adjustment made pursuant to this paragraph b) of this Section 5 shall become effective immediately after the opening of business on the next day immediately following the record date in the case of a dividend or distribution and shall become effective immediately after the opening of business on the day next following the effective date in the case of a subdivision, combination, reclassification, merger, recapitalization, reorganization or other similar transaction. In case of (i) any consolidation or merger to which the Corporation is a party, other than a merger or consolidation in which the Corporation is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock (or such other class or series of common stock into which shares of Series A Preferred Stock are then convertible) or
Adjustments to Conversion Ratio. The Conversion Ratio for each share of Series A Preferred Stock set forth in Section A.4.a. and the Maximum Number, shall be subject to adjustments, from time to time, which shall be made to the nearest one-thousandth of a share of Common Stock or, if none, to the next lower one-thousandth and which shall be made, from time to time, upon the occurrence of the following events: (i) If the Corporation shall pay to the holders of its Common Stock a dividend in shares of Common Stock or in securities convertible into Common Stock other than the shares of this Series, the Conversion Ratio and the Maximum Number shall be proportionately increased, effective at the opening of business on the next full business day after the record date fixed for the determination of the holders of Common Stock entitled to such dividend.