Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 11, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock, (3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d), (4) Common Stock issued in a bona fide public offering for cash, (5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 3 contracts
Sources: Warrant Agreement (FinTech Acquisition Corp.), Warrant Agreement (GSC Acquisition Co), Warrant Agreement (GSC Acquisition Co)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 7(d) does not apply to:
(1i) any of the transactions described in subsections (bSections 7(b) and (c) of this Section 117(c),
(2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock,
(3iii) Common Stock (and options exercisable options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option equity incentive plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 7(d),, and
(4iv) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 2 contracts
Sources: Warrant Agreement (Virgin America Inc.), Warrant Agreement (Virgin America Inc.)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Sources: Warrant Agreement (Prospect Acquisition Corp), Warrant Agreement (Prospect Acquisition Corp)
Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x A --- O + P - M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 10(d) does not apply toto the issuance of shares of Common Stock:
(1) in connection with any transaction of the transactions type described in subsections (bSection 10(a) and (cabove, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of this any securities of the type referred to in Section 1110(e) below,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stockany Warrants,
(3) Common Stock upon the conversion of any Series B-1 Preferred Shares or Series C-1 Preferred Shares,
(4) upon the exercise of any option or warrant outstanding on the Original Issue Date and options exercisable therefordisclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement,
(5) upon the exercise of warrants or other rights issued to the Company’s employeesbanks or institutional lenders in connection with debt financings, officersequipment financings or similar transactions or to strategic partners in primarily non-financing transactions, directors, consultants or advisors (whether or not still in all such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted cases as approved by the Board of Directors of the Company and approved by so long as the holders aggregate number of such shares of Common Stock when required by lawdoes not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, if such Common Stock would otherwise be covered by this subsection (dstock splits, subdivisions and combinations of shares and like transactions),
(46) Common Stock issued in as a bona fide public offering for cashdividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares,
(57) Common Stock issued in pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a bona fide private placement to non-affiliates result of a Holder becoming an Acquiring Person within the meaning of the CompanyRights Plan, including without limitation or
(8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanySecurities Purchase Agreement).
Appears in 2 contracts
Sources: Warrant Agreement (Labone Inc/), Warrant Agreement (Labone Inc/)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: A N' = N x ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Sources: Warrant Agreement (SP Acquisition Holdings, Inc.), Warrant Agreement (SP Acquisition Holdings, Inc.)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 2 contracts
Sources: Warrant Agreement (Great American Group, Inc.), Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Adjustment for Common Stock Issue. If the Company Parent issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company Parent fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x A ------------ O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,11.2, 44 40
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefortherefore) issued to the Company’s Parent's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board board of Directors directors of the Company Parent and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof do not exceed 5% of the Common Stock outstanding on the date hereof),
(4) Common Stock issued in a bona fide public offering for cashoffering,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the CompanyParent, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanyParent.
Appears in 1 contract
Sources: Unit Purchase Agreement (GPPW Inc)
Adjustment for Common Stock Issue. (a) If the Company Borrower issues shares of Common Stock for a consideration per share less than the Closing Current Market Price per share on the date the Company Borrower fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall be adjusted in accordance with the following formula: where: N’ C' = the adjusted Conversion Price C = the current Conversion Price O = the number of shares of Common Stock issuable upon exercise of each Warrant. N = outstanding on the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. record date P = the aggregate consideration received for the issuance of such additional shares. shares M = the Closing Current Market Price per share on the record date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.
(b) The adjustment contemplated by this Section 7.08 shall be made successively whenever any such issuance is made, made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such issuance. additional shares of Common Stock.
(c) This subsection (d) does Section 7.08 shall not apply to:
(1i) any of the transactions described in subsections Section 7.06 (bAdjustment for Rights Issue) and Section 7.07 (c) of this Section 11,Adjustment for Other Distributions);
(2ii) the exercise conversion of Warrants, the Conversion Amount or the conversion or exchange of other securities convertible into or exchangeable for Common Stock, or ;
(iii) the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock,;
(3iv) the issuance of Common Stock (and options exercisable therefor) issued to the CompanyBorrower’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company Borrower, and approved by the holders of Common Stock when required by law, if such but only to the extent that the aggregate number of shares excluded by this clause (iv) and issued after the date of this Agreement shall not exceed five per cent (5%) of the Common Stock would otherwise be covered by outstanding as of the date of this subsection (d),Agreement;
(4v) the issuance of Common Stock issued to stockholders of any Person that merges into the Borrower in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger;
(vi) the issuance of Common Stock in a bona fide public offering for cash,pursuant to a firm commitment underwriting; or
(5vii) the issuance of Common Stock issued in a bona fide private placement to non-affiliates through a placement agent that is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the Current Market Price shall exceed twenty per cent (20%) of the Companythen current market price).
Appears in 1 contract
Sources: Loan Agreement (BPZ Resources, Inc.)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: P -- E' = E x O + M ------------ A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment pursuant to this subsection (d) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 11,14;
(2) the exercise of WarrantsWarrants or other warrants outstanding on the date of this Agreement, or the conversion or exchange of other securities convertible into or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,;
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants officers or advisors (whether or not still in such capacity on the date of exercise) directors under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),; but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 10% of the Common Stock outstanding at the time of the adoption of such plan, exclusive of antidilution adjustment thereunder;
(4) Common Stock issuable upon the exercise of rights or warrants issued to the holders of Common Stock;
(5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting; or
(57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation Inc. (except to the issuance of equity as consideration or partial consideration for acquisitions extent that any discount from persons that are not affiliates the current market price attributable to restrictions on transferability of the CompanyCommon Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price).
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N × A O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1i) any of the transactions described in subsections (b) and (c) of this Section 11,
(2ii) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3iii) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4iv) Common Stock issued in a bona fide public offering for cash,
(5v) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x A ------------ O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section SECTION 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the Spin-Off Date shall not exceed 5% of the Common Stock outstanding on the Spin-Off Date),
(4) Common Stock issued in a bona fide public offering for cashoffering,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Sources: Warrant Agreement (Anc Rental Corp)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: E' = E x P + (O x M) ----------- A x M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 17(d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 1117,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 17(e),
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) 's employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection Section 17(d) (dbut only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),, or
(4) Common Stock issued in to stockholders of any person which merges into the Company, or with a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates subsidiary of the Company, including without limitation the issuance in proportion to their stock holdings of equity as consideration or partial consideration for acquisitions from persons such person immediately prior to such merger, upon such merger, provided that are not affiliates if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view.
Appears in 1 contract
Sources: Warrant Agreement (R&b Falcon Corp)
Adjustment for Common Stock Issue. (i) If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Market Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: P --- E' = E x O + M ------------------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Market Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. .
(ii) This subsection (dSECTION 8(D) does shall not apply to:
(1) any of the transactions described in subsections SUBSECTIONS (bA), (B) and (cC) of this Section 11SECTION 8,
(2) the exercise of Warrants,
(3) the conversion, exchange or exercise of securities outstanding as of the conversion date hereof and convertible into or exchange of exchangeable or exercisable for Common Stock or other securities convertible and the issuance of any securities which requires an adjustment to be made under SECTION 8(E) or exchangeable for Common Stock, or does not require an adjustment pursuant to the last two paragraphs of SECTION 8(E),
(4) the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and warrants or options exercisable therefortherefore) issued to the Company’s employees, officers, directors, consultants or advisors (whether directors of the Company or not still in such capacity on the date of exercise) its subsidiaries under bona fide employee benefit plans or stock option plans otherwise by written agreement adopted by the Board of Directors of the Company and approved when required by law by the holders of Common Stock when required by lawStock, if such Common Stock would otherwise be covered by this subsection SECTION 8(D) (d),
(4) but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 25% of the Common Stock issued in a bona fide public offering for cashoutstanding at the time of the adoption of any such plan or written agreement),
(5) the issuance of Common Stock issued in a bona fide private placement to non-affiliates shareholders or equity holders of any Person that merges with or into the Company, or with or into any subsidiary of the Company, in proportion to such shareholders' or equity holders' stock or equity holdings of such Person immediately prior to such merger, in connection with such merger; PROVIDED that if such Person is an Affiliate of the Company and any such transaction or series of transactions has an aggregate value of $1,000,000 or more, the Board of Directors, including without limitation a majority of the independent directors, shall have determined that the consideration received by the Company in such merger is fair to the Company from a financial point of view; provided further that if the Board of Directors shall not include at least one independent director who was appointed, nominated or designated to the Board of Directors other than through any right of appointment, nomination or designation by an Affiliate of the Company, the Company shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm which is not an Affiliate of the Company to the effect that the consideration received by the Company in such merger is fair to the Company from a financial point of view,
(6) the issuance of equity securities upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the effective conversion, exchange or exercise price is not less than the Fair Market Value per share of such security at the time the security, warrant, option or right so converted, exchanged or exercised was issued or granted, or
(7) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a Non-Affiliate Sale (as consideration defined below) together with one or partial consideration for acquisitions from persons that are not affiliates more other securities as part of the Companya unit at a price per unit.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + P -- M E' = E x------ M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 118,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 8(e),
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's current or former employees, officersdirectors or consultants (or employees, directors, directors or consultants or advisors (whether or not still in such capacity on the date of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by lawDirectors, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement, together with the number of shares issuable upon conversion of the securities described in clause (e)(2) below, shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) Common Stock issued to shareholders of any person which merges with the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cashfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a Non-Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit,
(6) Common Stock issued upon the exercise of the convertible securities described in a bona fide private placement to non-affiliates the last paragraph of clause (e) below, or
(7) Common Stock issued upon the conversion of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company's Series A-1 Preferred Stock and Series A-2 Preferred Stock.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x A ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Sources: Warrant Agreement (Alternative Asset Management Acquisition Corp.)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x A ----- O + P - M where: N’ = N'= the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 1110,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to employees of the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) Company and its Wholly Owned Subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued on or after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of antidilution adjustments under such plan),
(4) Common Stock issued in a bona fide public offering for cash,upon the exercise of warrants and stock options outstanding on the Date of Closing, or
(5) Common Stock issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya firm commitment underwriting.
Appears in 1 contract
Sources: Warrant Agreement (Geokinetics Inc)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x A ------- O + P/M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the then current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 1110,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to employees of the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) Company and its Wholly Owned Subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued on or after the Original Issue Date shall not exceed 11,633,775 shares of Common Stock or options exercisable into shares of Common Stock outstanding at any time (subject to adjustment for stock splits, stock dividends, recapitalization, etc.),).
(4) Common Stock issued in a bona fide public offering for cash,upon the exercise of warrants and stock options outstanding on the Second Issue Date, or
(5) Common Stock issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya firm commitment underwriting.
Appears in 1 contract
Sources: Warrant Agreement (Geokinetics Inc)
Adjustment for Common Stock Issue. (i) If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of (including Common Stock issuable upon exercise of issued pursuant to the PB Constructors SPA), then the Exercise Price shall be adjusted so that, after such action (and giving effect to Section 8(g)), each Warrant shall be adjusted in accordance with exercisable for the formula: where: N’ = same percentage of the adjusted number of shares of outstanding Common Stock issuable upon of the Company, calculated on a fully-diluted basis (assuming the exercise of each Warrant. N = all outstanding securities and rights convertible into or exchangeable or exercisable for Common Stock, including the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding Warrants), as such Warrant was exercisable for immediately prior to such issuance, or, if applicable, the issuance of record date for such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional sharesissuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. .
(ii) This subsection (dSection 8(c) does shall not apply to:
(1) any of the transactions described in subsections (a) or (b) and (c) of this Section 118,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or ,
(3) the issuance of Common Stock issued upon the conversion, exchange or exercise of rights other securities convertible into or warrants issued to the holders of exchangeable or exercisable for Common Stock,, the issuance of which convertible, exchangeable or exercisable securities requires an adjustment to be made under Section 8(d), or
(34) the issuance of Common Stock (and Section 8(d) shall not apply to options exercisable therefor) issued to the Company’s employees, officers, directors, consultants officers or advisors (whether directors of the Company or not still in such capacity on the date of exercise) its subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if law (but only to the extent that (i) the per share exercise price of such options equals or exceeds the Fair Market Value per share of Common Stock would otherwise be covered by on the date of grant and (ii) the aggregate number of shares excluded hereby and issued after the date of this subsection Agreement shall not exceed 1.5% of the issued and outstanding Common Stock, on a fully-diluted basis (dassuming the exercise of all outstanding securities and rights convertible into or exchangeable for Common Stock, including (x) the Initial Warrants and (y) the Additional Warrants issued under Section 3(b) of the Purchase Agreement),, as of the date of this Agreement).
(4iii) Common Stock issued in The provisions of this Section 8(c) and Section 8(d) below shall not apply to, and shall terminate upon, the completion of a bona fide public offering for cash,
(5) Common Stock issued in pursuant to a bona fide private placement firm commitment underwriting; provided, that the net proceeds to non-affiliates the Company of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companysuch offering exceed $100.0 million.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: E’ = E x O + M where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in in: subsections (a), (b) and (c) of this Section 118,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 8(e),
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants employees (or advisors (whether or not still in such capacity on the date employees of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) Common Stock issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash,fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide private placement to nonNon-affiliates Affiliate Sale (as defined below) together with one or more other securities as part of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya unit at a price per unit.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with the formula: N’ = N x A where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (dSection 7(d) does not apply to:
(1i) any of the transactions described in subsections (bSections 7(b) and (c) of this Section 117(c),
(2ii) the exercise of Warrantsthe Warrant, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights rights, options or warrants issued to the holders of Common Stock,
(3iii) Common Stock (and options exercisable options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option equity incentive plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (dSection 7(d),, and
(4iv) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoffering.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Last Reported Sale Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues after the date hereof shares of Common Stock or securities convertible into or exercisable for Common Stock ("Convertible Securities") to KSCN Acquisition Company and its Affiliates, Kolhberg & Company, LLC and its Affiliates, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and his Affiliates, or any other Affiliates of the Company (other than options outstanding on the date hereof), for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering offering, conversion or exercise price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: P - E' = x O + M ----------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharessecurities. P = the aggregate consideration received for the issuance of such additional sharessecurities. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional sharessecurities. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharessecurities, assuming conversion or exercise thereof if applicable. Affiliate shall mean, with respect to any specified person, any other person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified person. The Exercise Price shall be adjusted as provided in this subsection (d) on the basis that (1) the maximum number of additional shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of such issuance or sale and (2) the aggregate consideration received for such additional shares of Common Stock shall be deemed equal to the minimum consideration received and receivable by the Company in connection with the issuance and exercise of such Convertible Securities. For the purposes of this subsection, the adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance; PROVIDED, HOWEVER, that no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities. This subsection (d) does not apply to:
(1) In the event any of the transactions described in subsections (b) Convertible Securities are not converted prior to redemption or maturity, and (c) of this Section 11,
(2) the exercise of Warrants, or an adjustment was made with respect to the conversion or exchange of such Convertible Securities, then a subsequent readjustment shall be effected to give effect to only those shares of Common Stock actually issued upon conversion or exercise.
(i) In the case of securities or other property, at the lesser of (1) the current market price of the security for which such consideration was received, and (2) the fair market value of such consideration (in both cases as of the date immediately preceding the issuance or sale in question).
(ii) In the event additional shares of Common Stock are issued or sold together with other securities convertible or exchangeable other assets of the Company for a consideration which covers both, the consideration received (computed as provided in (i) above) shall be allocable to such additional shares of Common StockStock as determined in good faith by the Board of Directors.
(iii) In case any stock purchase rights or Convertible Securities shall be issued or sold together with other securities or other assets of the Company, together comprising one integral transaction in which no specific consideration is allocated to the stock purchase rights or Convertible Securities, an allocation between the components will be determined in good faith by the Board of Directors.
(iv) The consideration for which shares of Common Stock shall be deemed to be issued upon the issuance of any stock purchase rights or Convertible Securities shall be determined by dividing (1) the total consideration, if any, received or receivable by the Company as consideration for the granting of such stock purchase rights or the issuance of Common Stock such Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of rights such stock purchase rights, or, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to exchange thereof, in each case after deducting any accrued interest, dividends, or any expenses paid or incurred or any underwriting commissions or concessions paid or allowed by the Company’s employees, officers, directors, consultants or advisors by (whether or not still in such capacity on 2) the date maximum number of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders shares of Common Stock when required by law, if issuable upon the exercise of such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates stock purchase rights or upon the conversion or exchange of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyall such Convertible Securities.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants consultants, or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide underwritten public offering for cash,, or
(5) Common Stock issued in a to effect the Initial Business Combination and Common Stock issued to effect any other bona fide private placement to merger, stock purchase, asset acquisition, or similar business combination with non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company Weekly Reader issues shares of Common Stock common stock (other than pursuant to any common stock-related employee benefit plan or agreement of Weekly Reader approved by its Board of Directors) for a consideration per share less than the Closing Price Fair Value per share on the date the Company Weekly Reader fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exchange Ratio shall be adjusted in accordance with the formula: A ------------------- E' = E x P ----- + M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExchange Ratio. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExchange Ratio. O = the number of shares of Common Stock of Weekly Reader outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. .
A = the number of shares of common stock of Weekly Reader outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 119,
(2) the exercise of Warrantswarrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or common stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 9(e),
(3) Common Stock (and options exercisable therefor) common stock issued to the Company’s employees, officers, directors, consultants Weekly Reader's employees (or advisors (whether or not still in such capacity on the date employees of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans adopted by the its Board of Directors of the Company and approved by the holders of Common Stock common stock of Weekly Reader when required by law, if such Common Stock common stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Agreement shall not exceed 5% of the common stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) Common Stock common stock of Weekly Reader issued to shareholders of any person which merges into Weekly Reader, as applicable, or with a subsidiary of the Company or Weekly Reader in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of Weekly Reader the Board of Directors of Weekly Reader shall have obtained a bona fide public offering for cash,fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of Weekly Reader stating that the consideration received in such merger is fair to Weekly Reader from a financial point of view, or
(5) Common Stock the issuance of shares of common stock of Weekly Reader pursuant to rights, options or warrants which were originally issued in a bona fide private placement to nonNon-affiliates Affiliate Sale (as defined below) together with one or more other securities as part of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya unit at a price per unit.
Appears in 1 contract
Sources: Stockholders Agreement (World Almanac Education Group Inc)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’= N x A where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Last Reported Sale Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N × A O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company hereafter issues shares of Common Stock for a consideration per share (determined in accordance with subsection 9(g)) less than the Closing Price Specified Value per share share, on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: W' = W x A ----- O + P - M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to any such issuance. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Specified Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) to any of the transactions described in subsections subsection (b) and (ca) of this Section 11,
(2) 9. Notwithstanding anything herein to the contrary, no adjustment will be made with respect to the issuance of up to 95,995 shares of Common Stock, as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations applicable to the Common Stock generally, to employees of the Company or its Subsidiaries pursuant to the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and employee stock options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted approved by the Board of Directors of the Company (the "Board of Directors") or an authorized committee thereof, and issued to persons other than the Principals pursuant to the Company's Share Incentive Plan adopted by the Board of Directors on January 29, 2001, and by the Company's stockholders on January 30, 2001, as in effect on the date hereof or as subsequently amended, modified or supplemented to the extent such amendment, modification or supplement is approved in writing by the holders of Common a majority of the then outstanding Warrants (the "Stock when Option Plan"); provided the adjustment, if any, required by law, if Section 9(e) hereof has been made with respect to the grant of any such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companyoptions.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’= N x A where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share of Common Stock on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: P --- E' = E x O + M ---------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share of Common Stock on the date of issuance of such additional shares. .
A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment pursuant to subsection (d) shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 11,14;
(2) the exercise of WarrantsWarrants or other warrants outstanding on the date of this Agreement, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,;
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officersofficers or directors (other than to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Principal") or (x) any immediate family member of the Principal or (y) any trust, directorscorporation, consultants partnership or advisors other entity, more than 50% of the voting equity interests of which are owned directly or indirectly by, and which is controlled by the Principal and/or such other persons referred to in the immediately preceding clause (whether or not still in such capacity on the date of exercisex)) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),;
(4) Common Stock issuable upon the exercise of rights or warrants issued to the holders of Common Stock;
(5) Common Stock issued to shareholders of any person which merges into the Company in proportion to their stock holdings of such person immediately prior to such merger, upon such merger;
(6) Common Stock issued in a bona fide public offering for cash,pursuant to a firm commitment underwriting;
(57) Common Stock issued in a bona fide private placement to non-affiliates through a placement agent which is a member firm of the CompanyNational Association of Securities Dealers, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons Inc. to Persons that are not affiliates Affiliates (as defined in the Certificate of Designation) of the CompanyCompany (except to the extent that any discount from the current market price attributable to restrictions on transferability of the Common Stock, as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent, shall exceed 20% of the then current market price); or
(8) Common Stock issued to Affiliates of the Company simultaneous with, and resulting in at least the same net proceeds per share of Common Stock to the Company as, an issuance referred to in paragraphs (6) or (7) of this Section 14(d).
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Last Reported Sale Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Last Reported Sale Price per share on the date of issuance of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: E'=E x M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share of Common Stock on the date of issuance of such additional sharesrecord date. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does shall not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 118,
(2) the exercise of Warrants, or the conversion conversion, exchange or exchange exercise of other securities convertible into or exchangeable or exercisable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which requires an adjustment to the holders of Common Stockbe made under Section 8(e),
(3) the issuance of Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants officers or advisors (whether directors of the Company or not still in such capacity on the date of exercise) its subsidiaries under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 12% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) the issuance of Common Stock issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such Person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cashfairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view,
(5) the issuance of securities upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the conversion, exchange or exercise price is not less than the Fair Value per share of Common Stock at the time the security, warrant, option or right so converted, exchanged or exercised was issued or granted or if such other securities, warrants, options or similar rights were outstanding as of the date hereof, or
(6) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide private placement to nonNon-affiliates Affiliate Sale (as defined below) together with one or more other securities as part of a unit at a price per unit not less than the Fair Value per unit at the time that such unit was issued or granted or if such units were outstanding as of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companydate hereof.
Appears in 1 contract
Sources: Warrant Agreement (Grande Communications Holdings, Inc.)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x A where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to in which at least one non-affiliates affiliate of the CompanyCompany participates, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: P ---- E' = E x O + M ----------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b) and (c) of this Section 118,
(2) the exercise of WarrantsWarrants or any other rights, options or warrants to purchase Common Stock outstanding on the date hereof, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 8(e),
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants 's employees (or advisors (whether or not still in such capacity on the date employees of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash,fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide private placement to nonNon-affiliates Affiliate Sale (as defined below) together with one or more other securities as part of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya unit at a price per unit.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + P - E'= Ex M ----- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (a), (b), (c) and (ci) of this Section 118,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 8(e),
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants 's employees (or advisors (whether or not still in such capacity on the date employees of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(4) Common Stock issuable upon the exercise of warrants issued in a bona fide public offering for cash,to the holders of Common Stock.
(5) Common Stock issued in to shareholders of any person which merges into the Company, or with a bona fide private placement to non-affiliates subsidiary of the Company, including without limitation in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(6) the issuance of equity shares of Common Stock pursuant to rights, options or warrants which were originally issued in a Non-Affiliate Sale (as consideration defined below) together with one or partial consideration for acquisitions from persons that are not affiliates more other securities as part of the Companya unit at a price per unit.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company Holdings issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company Holdings fixes the offering price of such additional shares, the number of shares Shares which would be held by a holder of Common Stock issuable Shares upon exercise in full of each Warrant such holder's Adjustment Right shall be adjusted determined in accordance with the formula: N' = N x A ----- 0 + P - M where: N’ ' = the adjusted number of shares of Common Stock issuable Shares which would be held by such holder upon exercise in fully of each Warrantsuch holder's Adjustment Right. N = the then current number of shares of Common Stock issuable upon exercise of each WarrantShares held by such holder. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance sale of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection .
(da) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(32) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) Holdings' employees under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (da) (but only to the extent that the aggregate number of shares excluded hereby and issued on or after the date of this Agreement shall not exceed 5% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder),
(3) Common Stock issued upon the exercise of rights or warrants issued to the holders of Common Stock,
(4) Common Stock issued to shareholders of any person which merges into Holdings in a bona fide public offering for cash,proportion to their stock holdings of such person immediately prior to such merger, upon such merger, or
(5) Common Stock issued in a bona fide private placement public offering pursuant to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya firm commitment underwriting.
Appears in 1 contract
Sources: Registration and Anti Dilution Agreement (Wilson Greatbatch Technologies Inc)
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Fair Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: E’ = E x O + M where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price Fair Value per share on the date of issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (de) does not apply to:
(1) any of the transactions described in subsections (a), (b), (c) and (cd) of this Section 118,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or Stock the issuance of Common Stock upon the exercise of rights or warrants issued which caused an adjustment to the holders of Common Stockbe made under Section 8(f),
(3) Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants employees (or advisors (whether or not still in such capacity on the date employees of exerciseits subsidiaries) under bona fide employee benefit plans or stock option plans other arrangements adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d),e) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement shall not exceed 10% of the Common Stock outstanding at the time of the adoption of each such plan, exclusive of anti-dilution adjustments thereunder;
(4) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such person immediately prior to such merger, upon such merger, provided that if such person is an Affiliate of the Company, the Board of Directors shall have obtained a bona fide public offering for cash,fairness opinion from a nationally recognized investment banking, appraisal or valuation firm, which is not an Affiliate of the Company, stating that the consideration received in such merger is fair to the Company from a financial point of view, or
(5) the issuance of shares of Common Stock pursuant to rights, options or warrants which were originally issued in a bona fide private placement to nonNon-affiliates Affiliate Sale together with one or more other securities as part of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Companya unit at a price per unit.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price Current Market Value per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + P --- E' = E x M ------- A where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the Closing Price Current Market Value per share of Common Stock on the date of issuance of such additional shares. A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (df) does not apply to:
(1) any of the transactions described in subsections subsection (b) and (ca) of this Section 11,; or
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, directors or consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee BONA FIDE benefit plans or stock option plans adopted by the Board of Directors Directors, or in connection with the acquisition of the Company and a business approved by the holders Board of Common Stock when required by lawDirectors, if such Common Stock would otherwise be covered by this subsection (df) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date of this Warrant Agreement (plus the number of shares of Common Stock issuable upon the exercise of options, warrants or other securities referred to in subsection (g)(3) below) shall not exceed 10% of the number of shares of Common Stock outstanding on the date of this Agreement (as such number may be adjusted from time to time to reflect stock splits, stock dividends and other similar events),); or
(3) the issuance of Common Stock in connection with (i) the exercise of Warrants, or (ii) the conversion, exchange or exercise of any options, warrants, or other securities convertible into or exchangeable or exercisable for Common Stock; or
(4) Common Stock issued in a bona fide public offering for cash,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the CompanyCommon Stock in any BONA FIDE underwritten public offering.
Appears in 1 contract
Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the Closing Price current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x A _________ O + P/M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the Closing Price current market price per share on the date of issuance of such additional shares. .
A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to:
(1) any of the transactions described in subsections (b) and (c) of this Section 11,
(2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights or warrants issued to the holders of Common Stock,
(3) Common Stock (and options exercisable therefor) issued to the Company’s 's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board of Directors of the Company and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the Spin-Off Date shall not exceed 5% of the Common Stock outstanding on the Spin-Off Date),
(4) Common Stock issued in a bona fide public offering for cashoffering,
(5) Common Stock issued in a bona fide private placement to non-affiliates of the Company, including without limitation the issuance of equity as consideration or partial consideration for acquisitions from persons that are not affiliates of the Company.
Appears in 1 contract
Sources: Warrant Agreement (Anc Rental Corp)