Conversion Price Adjustment Clause Samples
A Conversion Price Adjustment clause defines how and when the price at which convertible securities can be converted into equity will be modified. Typically, this clause outlines specific events—such as stock splits, stock dividends, or subsequent issuances of shares at a lower price—that trigger an adjustment to the original conversion price to ensure fairness to the holder. By recalculating the conversion price in response to these events, the clause protects investors from dilution and maintains the economic value of their convertible securities.
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Conversion Price Adjustment. (a) In case the Company shall pay or make a dividend or other distribution to all or substantially all holders of any class of capital stock of the Company payable in Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be (i) such number of shares plus (ii) the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. (For the purposes of determining adjustments to the Conversion Price as set forth herein, shares of Common Stock held in the treasury of the Company, and distributions or issuances in respect thereof shall be disregarded.)
(b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be (i) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus (ii) the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator shall be (i) the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus (ii) the number of shares of Common Stock so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such termination. In case any rights or warrants referred to in this paragraph in respect of which an adjustment shall have been ma...
Conversion Price Adjustment. The Fixed Conversion Price shall be adjusted upward (as hereafter provided) immediately following each conversion under Sections 2.2 and/or 3.1 hereof (calculated on a cumulative basis) of $2,000,000 (each, a "Specified Event"). Following the occurrence of each Specified Event, the Fixed Conversion Price shall be equal to 110% of the average closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the three (3) trading days immediately prior to the occurrence of the Specified Event.
Conversion Price Adjustment. If the Company, at any time while this Note is outstanding: (A) pays a dividend or otherwise makes a distribution in shares of the Company or any securities of any Group Company which entitle the holder thereof to acquire the shares of the Company; or (B) conducts a share split, reverse share split or similar event, then the Conversion Price shall be appropriately adjusted.
Conversion Price Adjustment. Whenever the number of shares of Common Stock issuable upon the conversion of the Note is adjusted as provided pursuant to this Section 5(d), the Conversion Price payable upon the conversion of this Note shall be adjusted by multiplying such Conversion Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock issuable upon the conversion of this Note immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock issuable upon the conversion of this Note immediately thereafter; provided, however, that the Conversion Price shall in no event be less than the par value of a share of such Common Stock.
Conversion Price Adjustment. In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.
Conversion Price Adjustment. The initial Conversion Price as stated above shall be subject to adjustment from time to time and such Conversion Price as adjusted shall likewise be subject to further adjustment, all as hereinafter set forth.
(a) If the Company shall effect a subdivision of the Common Stock, the Conversion Price then in effect immediately before such subdivision shall be proportionately decreased. If the Company shall combine the outstanding Common Stock, the Conversion Price then in effect immediately before the combination shall be proportionately increased. If the Company shall make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the holder of this Note shall receive upon conversion hereof, in addition to the number of Shares receivable thereupon, the amount of securities that the holder of this Note would have received had this Note been converted into Shares on the date of such event and had such holder thereafter during the period from the date of such event to and including the date of conversion of this Note retained such securities receivable by such holder as aforesaid during such period, giving effect to all adjustments called for during such period under this paragraph. If the Company shall reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving entity), then and in each such event provision shall be made so that such holder shall receive upon conversion hereof the amount of such reclassified shares of Common Stock that such holder would have received had this Note been converted into Shares immediately prior to such reclassification and had such holder thereafter, during the period from the date of such event to and including the date of conversion of this Note, retained such reclassified shares of Common Stock, giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holder of this Note. The form of this Note need not be changed because of any adjustment in the number of Shares subject to this Note pursuant to this Section.
(c) Whenever the Conversion Price shall be adjusted as provided in this Section 2, the Company shall reasonably promptly provide notice of such adjustment to the Lender together with a written statement from an authorized officer of the Company, showing in reasonable detail the facts requiring such adjustment and the...
Conversion Price Adjustment. The "Series A Preferred Conversion Price" with respect to the Series A Preferred Stock shall initially be equal to the Series A Preferred Original Purchase Price and shall be subject to adjustment from time to time as follows:
Conversion Price Adjustment. The Conversion Price shall be subject to adjustment from time to time as follows:
Conversion Price Adjustment. In the event the Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 4(c)(iii)), after the Original Issue Date, without consideration or for a consideration per share less than the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect on the date of and immediately prior to such issuance, then and in each such event the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, shall automatically be adjusted as set forth in this Section 4(c)(iv), unless otherwise provided in this Section 4. Whenever the Conversion Price of any series of Preferred Stock is to be adjusted pursuant to this Section 4(c)(iv), the new Series A Conversion Price, new Series B Conversion Price, new Series C Conversion Price, new Series D-1 Conversion Price, new Series D-2 Conversion Price or new Series D-3 Conversion Price, as applicable, shall be determined by multiplying the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect immediately prior to such issue (or deemed issue) by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued (or deemed issued) would purchase at such Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D-1 Conversion Price, Series D-2 Conversion Price or Series D-3 Conversion Price, as applicable, in effect immediately prior to such issuance (or deemed issuance), and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (or deemed issue) plus the number of such Additional Shares of Common Stock so issued (or deemed issued). For the purposes of this Section 4(c)(iv), the number of outstanding shares of Common Stock shall be deemed to include the Common Stock issuable on conversion of all outstanding Preferred Stock, ...
Conversion Price Adjustment on the Series A Preferred The Series A Investors hold 566,933 shares of Series A Preferred. The terms of the Series A Preferred contain a conversion price adjustment in the event that securities of Frontstep are issued for consideration below the conversion price of the Series A Preferred. The current conversion price of the Series A Preferred is $2.85, and it is understood that the conversion price of the Series A Preferred will be reduced to $2.35 prior to the conversion of the Series A Preferred into shares of Common Stock of Frontstep, such that the Series A Preferred will be convertible into 5,792,397 shares of Frontstep Common Stock in order to effect the agreed-to discount of 25% referred to above.