Common use of Stock Dividends, Splits and Combinations Clause in Contracts

Stock Dividends, Splits and Combinations. In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had this Note been fully converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 3(c)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) below.

Appears in 9 contracts

Sources: Convertible Note Agreement (Co-Diagnostics, Inc.), Convertible Note Agreement (Co-Diagnostics, Inc.), Convertible Note Agreement (Co-Diagnostics, Inc.)

Stock Dividends, Splits and Combinations. In the event that If the Company shall or any of its subsidiaries, at any time while the Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities but excluding any stockholder rights granted pursuant to all its stockholders, a poison pill) in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater larger number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then or (D) issues new securities by reclassification of the shares of Common Stock of the Company, then, and in each such case case, the Conversion Price (as defined below) in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that or other securities of the Company which such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above above, had this such Note been fully converted surrendered for conversion immediately prior to the occurrence of such eventevent or record date therefore, whichever is earlier. An Any adjustment made pursuant to this Section 3(c)(i3(f) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date in for the case determination of a holders of shares of Common Stock entitled to receive such dividend or distribution and shall become effective immediately after the close of business on the effective date distribution, or (y) in the case of such subdivision, split reclassification or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to at the close of business on the record date for day upon which such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) belowcorporate action becomes effective.

Appears in 9 contracts

Sources: Convertible Note Agreement (Liquidmetal Technologies Inc), Convertible Note Agreement (Liquidmetal Technologies Inc), Securities Purchase Agreement (Liquidmetal Technologies Inc)

Stock Dividends, Splits and Combinations. In the event that If the Company shall or any of its subsidiaries, at any time while the Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities but excluding any stockholder rights granted pursuant to all its stockholders, a poison pill) in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater larger number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then or (D) issues new securities by reclassification of the shares of Common Stock of the Company, then, and in each such case case, the Conversion Price in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that or other securities of the Company which such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above above, had this such Note been fully converted surrendered for conversion immediately prior to the occurrence of such eventevent or record date therefore, whichever is earlier. An Any adjustment made pursuant to this Section 3(c)(i5(c) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date in for the case determination of a holders of shares of Common Stock entitled to receive such dividend or distribution and shall become effective immediately after the close of business on the effective date distribution, or (y) in the case of such subdivision, split reclassification or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to at the close of business on the record date for day upon which such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) belowcorporate action becomes effective.

Appears in 2 contracts

Sources: Secured Convertible Note (Debt Resolve Inc), Senior Secured Convertible Note (Liquidmetal Technologies Inc)

Stock Dividends, Splits and Combinations. In the event that If the Company shall or any of its subsidiaries, at any time while the Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities but excluding any stockholder rights granted pursuant to all its stockholders, a poison pill) in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater larger number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then or (D) issues new securities by reclassification of the shares of Common Stock of the Company, then, and in each such case case, the Conversion Price (as defined below) in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that or other securities of the Company which such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above above,had this such Note been fully converted surrendered for conversion immediately prior to the occurrence of such eventevent or record date therefore, whichever is earlier. An Any adjustment made pursuant to this Section 3(c)(i3(f) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date in for the case determination of a holders of shares of Common Stock entitled to receive such dividend or distribution and shall become effective immediately after the close of business on the effective date distribution, or (y) in the case of such subdivision, split reclassification or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to at the close of business on the record date for day upon which such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) belowcorporate action becomes effective.

Appears in 1 contract

Sources: Convertible Note Agreement (Liquidmetal Technologies Inc)

Stock Dividends, Splits and Combinations. In the event that If the Company shall or any of its subsidiaries, at any time while the Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities but excluding any stockholder rights granted pursuant to all its stockholders, a poison pill) in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater larger number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then or (D) issues new securities by reclassification of the shares of Common Stock of the Company, then, and in each such case case, the Conversion Price (as defined below) in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that or other securities of the Company which such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above above, had this such Note been fully converted surrendered for conversion immediately prior to the occurrence of such eventevent or record date therefore, whichever is earlier. An Any adjustment made pursuant to this Section 3(c)(i3(d)(i) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date in for the case determination of a holders of shares of Common Stock entitled to receive such dividend or distribution and shall become effective immediately after the close of business on the effective date distribution, or (y) in the case of such subdivision, split reclassification or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to at the close of business on the record date for day upon which such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) belowcorporate action becomes effective.

Appears in 1 contract

Sources: Convertible Note (Terra Nostra Resources Corp.)

Stock Dividends, Splits and Combinations. In If the event that Guarantor or any of its subsidiaries, at any time while the Company shall Time Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution to all its stockholders, or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Preferred Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Preferred Stock into a greater larger number of shares, or (C) combine its outstanding Common Preferred Stock into a smaller number of shares, then or (D) issues new securities by reclassification of the shares of Preferred Stock of the Guarantor, then, and in each such case case, the Conversion Price in effect immediately prior thereto to such event or the record date therefor, whichever is earlier, shall be adjusted so that the Holder of this Note thereafter surrendered for conversion Lender shall be entitled to receive the number of shares of Common Preferred Stock that or other securities of the Guarantor which such Holder Lender would have owned or have been entitled to receive after the occurrence of any of the events described above above, had this such Time Note been fully converted surrendered for conversion immediately prior to the occurrence of such eventevent or record date therefore, whichever is earlier. An Any adjustment made pursuant to this Section 3(c)(i22(c) shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date in for the case determination of a holders of shares of Preferred Stock entitled to receive such dividend or distribution and shall become effective immediately after the close of business on the effective date distribution, or (y) in the case of such subdivision, split reclassification or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to at the close of business on the record date for day upon which such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) belowcorporate action becomes effective.

Appears in 1 contract

Sources: Time Note (Us Dry Cleaning Corp)

Stock Dividends, Splits and Combinations. In If the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in number of shares of Common Stock, on any the class of capital stock of the Company issuable upon conversion of this Note outstanding at any time after the date of issuance of this Note (the “Issue Date”) is increased by a stock dividend or any subsidiary which is not directly other distribution payable in shares of such stock or indirectly wholly owned by the Companya subdivision, (B) split split-up or subdivide its reclassification of outstanding Common Stock into a greater number shares of shares, or (C) combine its outstanding Common Stock into a smaller number of sharessuch stock, then in each immediately after the record date fixed for the determination of stockholders entitled to receive such stock dividend or the effective date of such subdivision, split-up or reclassification, as the case may be, the Conversion Price in effect immediately prior thereto or the Default Conversion Price, as applicable, shall be adjusted reduced appropriately so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock Conversion Shares that such Holder it would have owned or have been entitled to receive after the occurrence of any of the events described above immediately following such action had this Note been fully converted immediately prior to thereto. If the occurrence number of such event. An adjustment made pursuant to shares of the class of capital stock of the Company issuable upon conversion of this Section 3(c)(i) shall become effective Note outstanding at any time after the Issue Date is decreased by a combination or reclassification of the outstanding Conversion Shares, then, immediately after the close of business on the record date in the case of a dividend or distribution and shall become effective immediately after the close of business on the effective date in the case of such subdivisioncombination or reclassification, split the Conversion Price or combinationthe Default Conversion Price, as the case may be. Any shares of Common Stock issuable in payment of a dividend applicable, shall be deemed increased appropriately so that the Holder shall be entitled to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating receive the number of outstanding shares of Common Stock under clause (ii) belowConversion Shares that it would have owned immediately following such action had this Note been converted immediately prior thereto.

Appears in 1 contract

Sources: Asset Acquisition Agreement (Cell-Nique Corp)