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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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(d) In connection with the conversion of any shares of Series A Preferred Stock, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the current Market Price per share of Common Stock on the Trading Day on which such shares of Series A Preferred Stock are deemed to have been converted. If more than one share of Series A Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion thereof shall be computed on the basis of the total number of shares of series A Preferred Stock so surrendered.

(e) The Conversion Ratio will be subject to adjustment from time to time as follows:

(i) In case the Corporation shall at any time or from time to time after the Issue Date (A) pay a dividend, or make a distribution, on the outstanding shares of Common Stock in shares of Common Stock or declare, order, pay or make a dividend or other distribution of stock or other securities or property or rights or warrants to subscribe for securities of the Corporation or any of its Subsidiaries by way of dividend or spinoff, (B) subdivide the outstanding shares of Common Stock, (C) combine the outstanding shares of Common stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock of the Corporation, then, and in each such case, provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive, upon conversion of the Series A Preferred Stock, the number of shares of stock or other securities or property of the Corporation or otherwise, to which the holders of Series A Preferred Stock would have received if they had converted their shares of Series A Preferred Stock immediately prior to the happening of such event or the record date therefor, whichever is earlier. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 7(e) with respect to the rights of the holders of the Series A Preferred Stock after such event to the end that the provisions of this Section 7(e) (including adjustment of the Conversion Ratio then in effect and the number of shares purchasable upon conversion of the Series A Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. An adjustment made pursuant to this clause shall become effective (x) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. No adjustment shall be made pursuant to this clause (i) in connection with any transaction to which Section 7(f) applies.

(ii) For purposes of this Section 7(e), the number of shares of Common Stock at any time outstanding shall not include any share of Common stock then owned or held by or for the account of the Corporation.

(iii) The term “dividend,” as used in this Section 7(e) shall mean a dividend or other distribution upon stock of the Corporation.

(iv) Anything in this Section 7(e) to the contrary notwithstanding, the Corporation shall not be required to give effect to any adjustment in the Conversion Ratio unless and until the net effect of one or more adjustments (each of which shall be carried forward), determined as above provided, shall have resulted in a change of the Conversion Ratio by at least one-tenth of one share of Common Stock, and when the cumulative net effect of more than one adjustment so determined shall be to change the Conversion Ratio by at least one-tenth of one share of Common Stock, such change in Conversion Ratio shall thereupon be given effect.

(v) The certificate of any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation (which may be the independent public accountants regularly employed by the Corporation) shall be presumptively correct for any computation made under this Section 7(e).

(vi) If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the number of shares of Common Stock issuable upon exercise of the right of conversion granted by this Section 7 or in the Conversion Ratio then in effect shall be required by reason of the taking of such record.

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