Adjustments to the Conversion Price Sample Clauses
Adjustments to the Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows:
Adjustments to the Conversion Price. Except as provided in Section A.7(b) and except in the case of an event described in Section A.7(c), if and whenever after the date this Fifth Amended and Restated Certificate of Incorporation is first filed with the Secretary of State of Delaware (the "Filing Date") the Corporation shall issue or sell, or is, in accordance with this Section A.7(a), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect immediately prior to such issuance or sale, then, upon such issuance or sale (or deemed issuance or sale), such Conversion Price shall be reduced to the price determined by dividing (i) the sum of (A) the Common Stock Deemed Outstanding (as defined below) immediately prior to such issuance or sale (or deemed issuance or sale) multiplied by the applicable Conversion Price then in effect and (B) the consideration, if any, received by the Corporation upon such issuance or sale (or deemed issuance or sale) by (ii) the Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale). For purposes of this Section A.7(a), the following shall also be applicable:
Adjustments to the Conversion Price. 7.1 The Conversion Price will be subject to adjustment in the following events as follows:
Adjustments to the Conversion Price. For the avoidance of doubt, any adjustment to the Conversion Price in accordance with this Condition 6 shall result in a simultaneous adjustment of the Conversion Ratio.
(a) Events leading to adjustments to the Conversion Price
(i) Increase of share capital by means of capitalisation of reserves, profits or premiums by distribution or division or consolidation of Shares
Adjustments to the Conversion Price. In addition to all other rights and remedies provided to the Holder hereunder, the number and kind of securities issuable upon the conversion of this Note and the Conversion Price shall be subject to adjustment from time to tune upon the occurrence of certain events, as follows:
(a) Split, Subdivision or Combination of Shares. If the Company at any time while this Note remains outstanding shall split, subdivide or combine its authorized Common Stock, the Conversion Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination. Any adjustment under this Section 2.3(a) shall become effective at the close of business on the date the split, subdivision or combination becomes effective.
Adjustments to the Conversion Price. Subject to the terms and conditions of the Convertible Bonds and compliance with the GEM Listing Rules and other applicable laws and regulations, the Conversion Price shall be adjusted from time to time upon the occurrence of certain events in relation to the Company including but not limited to the following:
Adjustments to the Conversion Price. If the adjustment is to be made as a result of circumstances described in paragraph 12(a) of the Loan Agreement, the conversion price shall be adjusted by multiplying the conversion price in force immediately prior to relevant circumstance occurring by the following fraction: A - B where: "A" is the nominal amount of one Ordinary Share immediately after the relevant circumstance has occurred; and "B" is the nominal amount of one Ordinary Share immediately before the relevant circumstance occurred. This adjustment shall take effect on the day the relevant circumstance occurs.
Adjustments to the Conversion Price. The Conversion Price shall ----------------------------------- be subject to adjustment from time to time as follows:
(i) If at any time on or after the date of issuance of the Note, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, combination, reclassification or other similar event, the Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares, or other similar event, the Conversion Price shall be proportionately increased. In such event, Borrower shall notify ▇▇▇▇▇▇▇▇'s transfer agent of such change on or before the effective date thereof.
(ii) If, at any time there shall be (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation or merger of Borrower with any other entity (other than a merger in which Borrower is the surviving or continuing entity and its capital stock is unchanged), (iii) any sale or transfer of all or substantially all of the assets of Borrower or (iv) any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, then Lender shall thereafter have the right to receive upon conversion, in lieu of the shares of Common Stock immediately theretofore issuable, such shares of stock, securities and/or other property as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore issuable upon Conversion had such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of Lender to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the conversion thereof.
(iii) If Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of all shares of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise (a "Distribution"), then Lender shall be entitled, upon any Conversion after the date of record fo...
Adjustments to the Conversion Price. The Conversion Price of the Series B Preferred Stock shall be subject to adjustment from time to time as follows:
(i) (A) Subject to Section 4(b)(v) of this Article IV.B. below, if this Corporation shall issue, after the Initial Series B Issue Date, any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for such series in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price equal to the consideration per share received by this Corporation for such issuance.
Adjustments to the Conversion Price. If the Issuer proposes any Adjustment Event, the board of directors of the Issuer shall (in its sole discretion, acting in good faith) determine and (conditional upon such Adjustment Event occurring) appoint an Independent Adviser to make any adjustment that such Independent Adviser determines is appropriate or necessary to the Conversion Price to account for the Adjustment Event, which determination shall be final and binding on the Issuer, the Guarantor, the Trustee and the Noteholders. The Issuer (failing which, the Guarantor) shall give notice to the Trustee, in accordance with the rules and regulation of any stock exchange on which the Notes are (at the request of the Issuer or the Guarantor) for the time being listed or admitted to trading and, in accordance with Condition 14, the Noteholders of any adjustment to the Conversion Price as soon as practicable following such determination. The Conversion Price shall not in any event be reduced to below the nominal value of an ordinary share of the Issuer at such time. The Issuer further undertakes that it shall not take any action, and shall procure that no action is taken, that would result in an adjustment to the Conversion Price to below such nominal value or any minimum level permitted by law and regulation.