Example ContractsClausesAdjustment in Case of Changes Affecting Common Stock
Adjustment in Case of Changes Affecting Common Stock
Adjustment in Case of Changes Affecting Common Stock contract clause examples
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Actions Affecting Property. Trustor shall appear in and contest any action or proceeding purporting to adversely affect the Property or the rights or powers of Beneficiary or Trustee hereunder, and shall pay all costs and expenses, including cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Beneficiary or Trustee may appear. Should Trustor fail to make any payment or do any act as and in the manner provided in any of the Credit Documents, Beneficiary and/or Trustee, each in their own discretion, without obligation to do so and after written notice to or demand upon Trustor and without releasing Trustor from any obligation, may make or do the same in such manner and to such extent as either may deem necessary in their reasonable judgment to protect their respective interest in and to the Property. Trustor shall, immediately upon demand therefor by Beneficiary or Trustee, pay all costs and expenses incurred by Beneficiary or Trustee in connection with the exercise by Beneficiary or Trustee of the foregoing rights, including without limitation costs of evidence of title, court costs, appraisals, surveys and reasonable attorneys’ fees.

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series A Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

power of the Company’s then outstanding securities (excluding any changes in the voting power solely resulting from any conversion of Class B Common Stock into Class A Common Stock);

Common Stock Value” means, with respect to any Change of Control Redemption, the greater of # the arithmetic average of the volume weighted average prices for a share of Class A Common Stock on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the three (3) consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the related Redemption Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock and # the price per share of Class A Common Stock offered by the Person or group that is the acquirer in the applicable Change of Control transaction. If the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then the Common Stock Value shall be determined in good faith by a majority of the directors of that do not have an interest in the Redeemable Units subject to Redemption (or the corresponding shares of Class B Common Stock).

Conversion of BioSculpture Common Stock. At the Effective Time, each share of BioSculpture Common Stock issued and outstanding immediately prior to the Effective Time (other than any BioSculpture Common Stock to be canceled pursuant to [Section 2.05(c)] and any Dissenting Shares, as defined and provided in [Section 2.06]) shall be converted into the right to receive that number of shares of SRSG Common Stock equal to the Exchange Ratio, as defined below (such number of shares, the “Merger Consideration”). The Exchange Ratio as of Closing shall be 4.756 shares of SRSG Common Stock for each share of BioSculpture Common Stock, after consummation of the Reverse Split (as defined in [Section 7.10]) and the Minimum Financing (as defined in [Section 7.09]) as of the time of Closing (the “Exchange Ratio”), subject to any adjustment or modification of such ratio that may be agreed to by SRSG and BioSculpture in writing as of the Closing due to factors that may include changes in the amount of Equity Financing accepted as of the time of Closing. Subject to any such adjustment or modification, the capitalization of SRSG and the percentage ownership of its equity shares after satisfaction of the Closing Conditions and after payment of the Merger Consideration at the Exchange Ratio, as of the Closing, shall be as set forth in [Section 7.11] and the annexed Exhibit C to this Agreement.

Conversion of Company Common Stock. Subject to the terms and conditions of this Agreement, at the Effective Time (and, for the avoidance of doubt, following the Preferred Stock Conversion), by virtue of the Merger and without any further action on the part of Parties or the holders of any of the securities of the Company, each share of Company Common Stock (including shares of Company Common Stock resulting from the Preferred Stock Conversion) that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 1.3(g) and the Dissenting Shares), will be automatically converted into the right to receive # a number of shares of BRPA Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”) and # a contingent right to receive # a number of Earnout Shares issuable pursuant to Section 1.8(a), if any and # an amount of Earnout Cash payable pursuant to Section 1.8(b), if any.

Common Stock Subject Ownership Guidelines. The Participant acknowledges, understands and agrees that any Common Stock delivered to the Participant (or registered in the Participant’s name) pursuant to this Agreement shall be subject to the Common Stock ownership guidelines as adopted by the Committee and in effect from time to time, and that the Participant may be required to hold such Common Stock until the Participant has met the requirements of such ownership guidelines. The Participant further acknowledges, understands and agrees that the Committee retains the right to modify the Company’s Common Stock ownership guidelines at any time.

Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to # the lower of # the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and # the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus # the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

Adjustments. The number of Stock Units credited to a Participant’s Stock Unit Account pursuant to Article 4(a) shall be appropriately adjusted for any change in the Common Stock by reason of any merger, reclassification, consolidation, recapitalization, stock dividend, stock split or any similar change affecting the Common Stock.

This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The Units granted hereunder shall be subject to adjustment in accordance with [Section 4.2(b)] of the Plan.

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