Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. (iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be. (iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6. (v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 2 contracts
Sources: Warrant Agreement (Exe Technologies Inc), Warrant Agreement (Exe Technologies Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall be appropriately increase increased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in this Section 65, the Company shall promptly prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's ’s records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection clause (viv) of this Section 65.
(viv) Adjustments made pursuant to clauses (i) and (ii) above this Section 5 shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viv) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viivi) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event event, issuing to the any Holder of all or any part of this Warrant which is that exercised all or part of this Warrant after such record date date, and before the occurrence of such event event, the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill b▇▇▇ or other appropriate instrument evidencing such Holder's ’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 2 contracts
Sources: Warrant Agreement (Orbimage Inc), Warrant Agreement (Orbimage Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) 6.1 If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) 6.2 If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
6.3 In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (iiiother than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) All calculations under or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price.
6.5 For the purpose of any computation pursuant to this Section 6 6, the Current Market Price at any date of one share of Common Stock shall be made deemed to be (a) if the nearest cent Common Stock is listed on any established stock exchange or to a national market system, including without limitation the nearest whole shareNasdaq National Market, the Current Market Price of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the case may be.exchange with the greatest volume of
(iv) 6.6 Whenever the Warrant Price shall be adjusted as provided in Section 66.5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) 6.8 of this Section 6.
(v) 6.7 Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) 6.8 In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) subsections 6.1, 6.2, and 6.3 above of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) 6.9 In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or ▇▇ other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 2 contracts
Sources: Purchase Agreement (Dental Medical Diagnostic Systems Inc), Warrant Agreement (Dental Medical Diagnostic Systems Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) Antidilution rights applicable to the Preferred Stock purchaseable hereunder are as set forth in the Company's Certificate of Incorporation, as amended and in effect from time to time (the "Charter"). The Company shall promptly provide the Holder with any restatement, amendment, modification or waiver of the Charter.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Preferred Stock outstanding is increased by a stock dividend payable in shares of Common Preferred Stock or by a subdivision or split-up of shares of Common Preferred Stock, then, following the record date fixed for the determination of holders of Common Preferred Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Preferred Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(iiiii) If, at any time during the Term of this Warrant, the number of shares of Common Preferred Stock outstanding is decreased by a combination of the outstanding shares of Common Preferred Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Preferred Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiiiv) All calculations under For the purpose of any computation pursuant to this Section 6 Agreement, the Current Market Price at any date of one share of Common Stock shall be made deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the nearest cent average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the nearest whole shareperiod required hereunder, as the case may beCurrent Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(ivv) Whenever the Warrant Price shall be adjusted as provided in this Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vivii) of this Section 65.
(vvi) Adjustments made pursuant to clauses (iii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vivii) In the event the Company shall propose to take any action of the types described in clauses (iii) or and (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiviii) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 2 contracts
Sources: Stock Subscription Warrant (Acusphere Inc), Stock Subscription Warrant (Acusphere Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, If the Company shall at any time during or from time to time issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Term Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this Warrantclause (i)) be adjusted to a price equal to the consideration per share for which such additional shares of Common Stock are so issued. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable:
1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.
2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued.
3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities or obligations by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities or obligations:
(A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock outstanding is increased deliverable upon such exercise), if any, received by a stock dividend payable the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;
(B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or by a subdivision in exchange for any such convertible or split-up exchangeable securities or obligations or upon the exercise of shares of Common Stock, then, following the record date fixed options to purchase or rights to subscribe for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision convertible or split-up, the Warrant Price exchangeable securities or obligations and subsequent conversions or exchanges thereof shall be appropriately decreased so that deemed to have been issued at the aggregate Warrant Price shall remain time such securities or obligations were issued or such options or rights were issued and for a consideration equal to the sameconsideration received by the Company for any such securities or obligations and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), but plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or obligations or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock issuable deliverable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.conversion, exchange or exercise);
(iiC) If, at on any time during the Term of this Warrant, change in the number of shares of Common Stock outstanding is decreased by a combination deliverable upon exercise of the outstanding shares any such options or rights or conversion of Common Stock, then, following the record date or exchange for such combinationconvertible or exchangeable securities or obligations, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall appropriately increase so that forthwith be readjusted to such Warrant Price as would have obtained had the aggregate adjustment made upon the issuance of such options, rights or securities or obligations not converted prior to such change or options or rights related to such securities or obligations not converted prior to such change being made upon the basis of such change; and
(D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities or obligations, the Warrant Price shall remain forthwith be readjusted to such Warrant Price as would have obtained had the sameadjustment made upon the issuance of such options, but rights, securities or options or rights related to such securities or obligations being made upon the basis of the issuance of only the number of shares of Common Stock issuable actually issued upon the conversion or exchange of such securities or obligations or upon the exercise hereof shall be decreased in proportion of the options or rights related to such decrease in outstanding sharessecurities or obligations.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in --------------------------- Section 2.01 hereof shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend on Common Stock in Common Stock, (ii) subdivide its outstanding shares of Common Stock or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, the Warrant Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Warrant Price will bear the same relation to the Warrant Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after any such event. An adjustment made pursuant to this Section 3.01(a) shall become effective retroactively immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at any time during a price per share less than the Term current Warrant Price at the record date mentioned below, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, of this Warrant, which the numerator shall be the number of shares of Common Stock outstanding is increased by a stock dividend payable in on the record date mentioned below plus the number of additional shares of Common Stock or by a subdivision or split-up which the aggregate offering price of the total number of shares of Common StockStock so offered would purchase at such current Warrant Price, then, following and of which the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price denominator shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date offered for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent subscription or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such purchase. Such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following retroactively immediately after the record date for the determination of stockholders entitled to receive such dividendrights or warrants.
(c) In case the Company shall distribute to all holders of its Common Stock shares of its capital stock (other than Common Stock), subdivisionevidences of its indebtedness or assets (excluding cash dividends or distributions) or rights or warrants to subscribe or purchase such shares, split-upevidences of indebtedness or assets (excluding those referred to in Subdivision (b) above), combination then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the Warrant Price on the record date mentioned below, less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a statement filed with the Company), of the capital stock, assets or evidences of indebtedness so distributed or of such rights or warrants, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by such current Warrant Price. Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.
(vid) In the event case the Company shall propose issue or sell any Additional Shares of Common Stock (as defined below in this Subdivision (d)), Convertible Securities (as defined below in this Subdivision (d)), warrants or other rights to take subscribe for or purchase any action Additional Shares of Common Stock or Convertible Securities, whether or not the right to exercise, exchange or convert thereunder is immediately exercisable, and the consideration per share for which Additional Shares of Common Stock is issued or may at any time thereafter be issuable pursuant to such warrants or other rights or pursuant to the terms of such Convertible Securities is less than the current Warrant Price at the time of the types described issuance or sale, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in clauses (i) effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior thereto plus the quotient obtained by dividing the aggregate minimum amount of consideration received or (ii) receivable for such Additional Shares of Common Stock by the then current Warrant Price and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior thereto plus the number of Additional Shares of Common Stock issued or issuable. For the purposes of this Section 6Subdivision (d), the Company date of which the current Warrant Price shall forward, at be computed shall be the same time and in earliest of the same manner, to the Holder of this Warrant such notice, if any, date on which the Company shall give to actually issue, or the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to enter into a firm contract for the issuance of, such Holder a due bill Additional shares of Common Stock, Convertible Securities or warrants or other appropriate instrument evidencing such Holder's right rights to receive such additional shares subscribe for or purchase any Additional Shares of Common Stock or Convertible Securities. No adjustment of the Warrant Price shall be made pursuant to this Subdivision (d) upon the occurrence issuance of any Convertible Securities that are issued pursuant to the event requiring exercise of any warrants or other rights therefor if any such adjustmentadjustment shall previously have been made upon the issuance of any such warrants or rights.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors 6f the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Comm9n Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in ii, effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination combination' or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Sources: Stock Subscription Warrant (Integrated Packaging Assembly Corp)
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend or make a distribution on the Warrant Securities in shares of its capital stock, at any time during (ii) subdivide the Term of this Warrant, the outstanding Warrant Securities into a greater number of shares or (iii) combine the outstanding Warrant Securities into a smaller number of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-upshares, the Warrant Price shall be appropriately decreased adjusted so that the aggregate holder of any Warrant Price thereafter surrendered for exercise shall remain the same, but be entitled to receive the number of shares of Common Stock issuable upon Warrant Securities which he would have owned or have been entitled to receive after the exercise hereof happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a dividend or the effective date in the case of a subdivision or combination. An adjustment made pursuant to this subparagraph (a) shall be increased become effective immediately after the record date in proportion to such increase the case of a dividend, except as provided in outstanding sharessubparagraph (h) below, and shall become effective immediately after the effective date in the case of a subdivision or combination.
(iib) If, at any time during In case the Term of this Warrant, the number Company shall issue rights or warrants to all holders of shares of Common Stock outstanding is decreased by entitling them (for a combination of the outstanding shares of Common Stock, then, following period expiring within 45 days after the record date mentioned below to subscribe for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of or purchase shares of Common Stock issuable upon at a price per share less than the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
current market price per share of Common Stock (iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder defined for purposes of this Warrant subparagraph (b) in subparagraph (e) below), at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to receive such dividendrights or warrants, subdivisionthe Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, split-upthe numerator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, combination and the denominator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights or distributionwarrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date.
(vic) In the event case the Company shall propose distribute to take all holders of Common Stock any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders shares of capital stock of the Company.
Company (viiother than Common Stock) In any case in which the provisions or evidences of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company may defer until the occurrence or dividends payable in Common Stock) or rights or warrants to subscribe for or purchase any of such event issuing its securities (excluding those rights or warrants referred to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.in subparagraph (b)
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock (other than dividend payable on the Series A Preferred Stock) or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company by other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or ▇▇ other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject --------------------------- to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 5 shall be made to the nearest cent or to the nearest whole one tenth (l/10) of a share, as the case may be.
(iv) The Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the third business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(v) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvi) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vivii) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock Common Stock of the Company.
(viiviii) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to --------------------------- adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the -4- Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend or make a distribution on its Common Stock in shares of its Common Stock, at any time during (ii) subdivide its outstanding Common Stock into a greater number of shares or (iii) combine the Term outstanding Common Stock into a smaller number of this Warrantshares, the Warrant Price shall be adjusted by multiplying the Warrant Price then in effect by a fraction, (A) the numerator of which is the number of shares of Common Stock outstanding that could be purchased upon exercise of a Warrant immediately prior to such adjustment, and (B) the denominator of which is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon that the exercise hereof holder of a Warrant would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date, in the case of a dividend, or the effective date, in the case of a subdivision or combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date, in the case of a dividend, except as provided in subparagraph (i) below, and shall become effective immediately after the effective date, in the case of a subdivision or combination. No adjustment in the Warrant Price shall be increased made in proportion the case of a dividend or distribution if, at the same time as the Company shall issue shares of Common Stock as a dividend or distribution on the outstanding Common Stock which would otherwise call for an adjustment in the Warrant Price, the Company shall issue shares of Common Stock as a dividend or distribution on the outstanding Warrants equivalent to such increase in outstanding sharesthe number of shares distributable on the shares of Common Stock.
(iib) IfIn case the Company shall issue rights, at any time during the Term of this Warrant, the number options or warrants to all holders of shares of Common Stock outstanding is decreased by entitling them (for a combination of the outstanding shares of Common Stock, then, following period expiring within 45 days after the record date mentioned below) to subscribe for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of or purchase shares of Common Stock issuable upon at a price per share less than the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
current market price per share of Common Stock (iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder defined for purposes of this Warrant subparagraph (b) in subparagraph (f) below), at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to receive such dividendrights, subdivisionoptions or warrants, split-upthe Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price in effect immediately prior to such record date by a fraction, combination the numerator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights, options or distributionwarrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on the record date for issuance of such rights, options or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights, options or warrants. Such adjustment shall be made successively whenever any such rights, options or warrants are issued, and shall become effective immediately, except as provided in subparagraph (i) below, after such record date. In determining whether any rights, options or warrants entitled the holders of the Warrants to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants plus the exercise price thereof (the value of such consideration or exercise price, as the case may be, if other than cash, as determined by the Board of Directors of the Company, whose determination shall be conclusive).
(vic) In the event case the Company shall propose distribute to take all holders of Common Stock any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders shares of capital stock of the Company.
Company (vii) In other than Common Stock), or evidences of its indebtedness, or rights, options or warrants to subscribe for or purchase any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable of the Company (other than Common Stock, and excluding those rights, options or warrants referred to in subparagraph (b) above), or other assets (other than cash dividends) (any of the foregoing being hereinafter in this subparagraph (c) called the "Property"), then, in each such case, unless the Company elects to reserve such Property for distribution to the holders of the Warrants upon the exercise of the Warrants so that any such holder exercising Warrants will receive upon such exercise by reason of the adjustment required by such event over and above exercise, in addition to the shares of capital stock issuable upon the Common Stock to which such exercise before giving holder is entitled, the amount and kind of such Property which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Property, exercised his Warrants for shares of Common Stock, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such adjustment exercisedistribution by a fraction, the numerator of which shall be the current market price per share (as defined for purposes of this subparagraph (c) in subparagraph (f) below) of the Common Stock on the record date mentioned above less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the Property so distributed allocable to one share of Common Stock, and the denominator of which shall be the current market price per share (determined as provided in subparagraph (f) below) of the Common Stock; provided, however, that in the Company event the then fair market value (as so determined) of the portion of the Property so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share (as defined in subparagraph (f) below) of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's be made so that each holder of Warrants shall have the right to receive the amount and kind of Property such additional holder would have received had he exercised each such Warrant immediately prior to the record date for the distribution of the Property. Such adjustment shall become effective immediately, except as provided in subparagraph (i) below, after the record date for the determination of shareholders entitled to receive such distribution.
(d) If, pursuant to subparagraph (b) or (c) above, the number of shares of Common Stock into which a Warrant is convertible shall have been adjusted because the Company has declared a dividend, or made a distribution, on the outstanding shares of Common Stock in the form of any right, option or warrant to purchase securities of the Company, or the Company has issued any such right, option or warrant, then, upon the occurrence expiration of any such unexercised right, unexercised option or unexercised warrant, the Warrant Price shall forthwith be adjusted to equal the Warrant Price that would have applied had such right, option or warrant never been declared, distributed or issued.
(e) In case the Company pays any cash dividends in respect of the event requiring Common Stock, or repurchases any shares of Common Stock for a per share consideration that exceeds the then-current market price per share (the amount of such adjustment.excess being referred to herein as the "Repurchase Premium"), which in either case shall constitute an Excess Distribution (as defined below), then the Warrant Price shall be adjusted by multiplying the Warrant Price then in effect by a fraction, (i) the numerator of which shall equal (A) the current market price per share (as defined for purposes of this subparagraph (e) in subparagraph (f) below) of the Common Stock on the record date for such dividend or the effective date of such repurchase minus (B) the quotient of dividing an amount equal to the Excess Distribution by the number of shares of Common Stock outstanding on such record date or immediately after giving effect to such repurchase, and (ii) the denominator of which shall equal the current market price per share of the Common Stock on such record or effective date. An adjustment made pursuant to this subparagraph (e) shall become effective immediately upon the record date, in the case of a dividend, except as provided
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject --------------------------- to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiiiv) All calculations under this Section 6 The Current Market Price at any date of one share of Common Stock shall be made deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the third business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the nearest cent average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the nearest whole shareperiod required hereunder, as the case may beCurrent Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(ivv) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvi) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vivii) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock Common Stock of the Company.
(viiviii) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The and Number of Shares of Common Stock or Warrants. Upon each adjustment of the Warrant Price pursuant to this Section 5, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Subsection 5(c)) be such number of shares (calculated to the nearest tenth) purchasable at the Warrant Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be subject the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Notwithstanding any other provision in this Warrant, no adjustment shall be made upon the issuance or sale of Common Stock or Convertible (or derivative) securities of the Company for consideration to the Company that is not less than the lower of A)Fair Market Value as determined by the Company's Board of Directors or B) the bid price of the Company's Common Stock on the date of issuance (as determined by quotations on the Stock Market); FURTHER PROVIDED that, for all purposes in this Warrant, if the average daily trading volume of shares of the Company's Common Stock traded during the prior 50 trading days shall be less than 25,000 shares, the determination of the Board of Directors related to issuance of such securities (or related to the adjustment of the terms of outstanding securities)shall be treated as valid exercise of their business judgment and deemed to be issuance (or adjustment) at the Fair Market Value (or greater) and such determination shall be binding as Holder agrees and acknowledges that a trading market without at least such limited liquidity and volume cannot provide a reasonable basis for Fair Market Value determination without adjustment for other relevant, material factors, and therefore, such actions (issuance and/or adjustments) by the Company shall not trigger any adjustments to this Warrant.
(a) Except as otherwise provided herein, in the event the Company shall, at any time or from time to time as follows:
after the date hereof, (i) Ifsell or issue any shares of Common Stock for a consideration per share less than the Warrant Price in effect on the date of such sale or issuance, at (ii) issue any time during shares of Common Stock as a stock dividend to the Term Holders of this WarrantCommon Stock, or (iii) subdivide or combine the outstanding shares of Common Stock into a greater or fewer number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Warrant Price in effect immediately prior to such Change of Shares shall be changed to a price (rounded to the nearest cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Common Stock outstanding is increased by a stock dividend payable in immediately prior to the sale or issuance of such additional shares or such subdivision or combination plus (B) the number of shares of Common Stock that the aggregate consideration received (determined as provided in Paragraph 5(g)(v)) for the issuance of such additional shares would purchase at the Warrant Price in effect on the date of such issuance and the denominator of which shall be (y) the number of shares of Common Stock outstanding immediately after the sale or by a issuance of such additional shares or such subdivision or split-up combination. Such adjustment shall be made successively whenever any such issuance is made.
(b) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, thenor in case of any consolidation or merger of the Company with or into another entity (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any reclassification, following capital reorganization or other change of outstanding shares of Common Stock other than the number thereof), or in case of any sale or conveyance to another entity of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock immediately theretofore purchasable upon exercise of the Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a Holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The Company shall not effect any such consolidation, merger or sale unless prior to, or simultaneously with, the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the entity purchasing assets or other appropriate entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of each Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) If, at any time or from time to time, the Company shall issue or distribute to the Holders of shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding an issuance or distribution governed by one of the preceding Subsections of this Section 5 and also excluding cash dividends or cash distributions paid out of net profits legally available therefore in the full amount thereof (any such non-excluded event being herein called a "Special Dividend")), then in each case the Registered Holders of the Warrants shall be entitled to a proportionate share of any such Special Dividend as though they were the Holders of the number of shares of Common Stock of the Company for which their Warrants are exercisable as of the record date fixed for the determination of holders the Holders of Common Stock of the Company entitled to receive such Special Dividend.
(d) The Company may elect, upon any adjustment of the Warrant Price hereunder, to adjust the number of Warrants outstanding, in lieu of the adjustment in the number of shares of Common Stock purchasable upon the exercise of each Warrant as hereinabove provided, so that each Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 5, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrants on the date of such adjustment Warrants evidencing, subject to Section 6, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrants held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrants evidencing the number of Warrants to which such Holder shall be entitled after such adjustment.
(e) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, the Warrants theretofore and thereafter issued shall, unless the Company shall exercise its option to issue new Warrants pursuant to Subsection 3(a), continue to express the same Warrant Price per share, number of shares purchasable thereunder and Redemption Price therefore as when the same were originally issued.
(f) After each adjustment of the Warrant Price pursuant to this Section 5, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (i) the Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Company shall have elected to adjust the number of Warrants pursuant to Subsection 5(d), the number of Warrants to which the registered Holder of each Warrant shall then be entitled, and the adjustment in Redemption Price resulting there from, and (iii) a brief statement of the facts accounting for such adjustment. The Company will cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his or her last address as it shall appear on the registry books. No failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of such adjustment. The affidavit the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(g) For purposes of Subsections 5(a) and 5(d), the following provisions (i) to (v) shall also be applicable:
(i) the number of shares of Common Stock deemed outstanding at any given time shall include all shares of capital stock dividendconvertible into, subdivision or split-upexchangeable for, Common Stock (on an as converted basis) as well as all shares of Common Stock issuable upon the exercise of (x) any convertible debt, (y) warrants outstanding on the date hereof and (z) options outstanding on the date hereof.
(ii) No adjustment of the Warrant Price shall be appropriately decreased made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this Paragraph (ii) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with adjustments so that carried forward, shall require an increase or decrease of at least $.01 in the aggregate Warrant Price shall remain then in effect hereunder.
(iii) In case of (1) the samesale by the Company (including as a component of a unit) of any rights or warrants to subscribe for or purchase, but or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefore, of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the consideration per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, payable to the Company upon the exercise of such rights, warrants or options, plus the consideration received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Warrant Price of the Common Stock as of the date of the issuance or sale of such rights, warrants or options, then such total maximum number of shares of Common Stock issuable upon the exercise hereof of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be increased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such increase consideration per share and shall cause an adjustment to be made in outstanding sharesaccordance with Subsections 5(a) and 5(d).
(iiiv) IfIn case of the sale or other issuance by the Company of any Convertible Securities, at whether or not the right of conversion or exchange thereunder is immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount of consideration received by the Company for the sale of such Convertible Securities, plus the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any time during antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the Term conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of this Warrantsuch amount, the number of shares of Common Stock outstanding issuable upon the conversion or exchange of such Convertible Securities) is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, less than the Warrant Price shall appropriately increase so that of the aggregate Warrant Price shall remain Common Stock as of the samedate of the sale of such Convertible Securities, but the then such total maximum number of shares of Common Stock issuable upon the exercise hereof conversion or exchange of such Convertible Securities (as of the date of the sale of such Convertible Securities) shall be decreased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such decrease in outstanding shares.
(iii) All calculations under this Section 6 consideration per share and shall cause an adjustment to be made to the nearest cent or to the nearest whole share, as the case may be.
(ivin accordance with Subsections 5(a) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 65(d).
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the In case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take modify the rights of conversion, exchange or exercise of any action of the types described securities referred to in clauses Paragraphs (iiii) or (iiiv) of this Section 6Subsection 5(g) or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Warrant Price as of the date prior to such modification, then such securities, to the extent not theretofore exercised, converted or exchanged, shall be deemed to have expired or terminated immediately prior to the date of such modification and the Company shall forwardbe deemed, at the same time and in the same mannerfor purposes of calculating any adjustments pursuant to this Section 5, to the Holder of this Warrant have issued such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable new securities upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.n
Appears in 1 contract
Sources: Warrant Agreement (Bion Environmental Technologies Inc)
Adjustment of Warrant Price. The If the Company issues any Additional Stock for no consideration or a consideration per share less than the Warrant Price in effect immediately prior to the time of such issuance, then the Warrant Price shall be subject reduced to adjustment from time to time as followsthe price determined by dividing:
(i) If, at any time during an amount equal to the Term sum of this Warrant, (A) the number of shares of Common Stock outstanding is increased Outstanding immediately prior to such issue or sale multiplied by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stockthe then existing Warrant Price, then, following the record date fixed for the determination of holders of Common Stock entitled and (B) an amount equal to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain "consideration actually received" by the sameCompany upon such issue or sale, but by
(ii) the sum of the number of shares of Common Stock issuable upon Outstanding immediately after such issue or sale. For purposes of this subsection (a):
(A) In the exercise hereof case of an issue or sale for cash of shares of Common Stock, the "consideration actually received" by the Company therefor shall be increased in proportion deemed to such increase in outstanding sharesbe the amount of cash received, before deducting therefrom any commissions or expenses paid by the Company.
(iiB) IfIn case of the issuance (other than upon conversion or exchange of obligations or shares of stock of the Company) of additional shares of Common Stock for a consideration other than cash or a consideration partly other than cash, the amount of the consideration other than cash received by the Company for such shares shall be deemed to be the fair market value of such consideration as determined in good faith by the Company's Board of Directors.
(C) In case of the issuance by the Company in any manner of any Options, all shares of Common Stock or Convertible Securities to which the holders of such Options shall be entitled to subscribe for or purchase pursuant to such Options shall be deemed issued as of the date of the offering of such Options, and the minimum aggregate consideration named in such Options for the shares of Common Stock or Convertible Securities covered thereby, plus the consideration, if any, received by the Company for such Options, shall be deemed to be the "consideration actually received" by the Company (as of the date of the granting of such Options) for the issuance of such Options.
(D) In case of the issuance or issuances by the Company in any manner of any Convertible Securities, all shares of Common Stock issuable upon 15 the conversion or exchange of such Convertible Securities shall be deemed issued as of the date such. Convertible Securities are issued, and the amount of the "consideration actually received" by the Company for such Convertible Securities shall be deemed to be the total of (x) the amount of consideration received by the Company upon the issuance of such Convertible Securities, plus (y) the minimum aggregate consideration, if any, other than such Convertible Securities, receivable by the Company upon conversion or exchange of such Convertible Securities, except in adjustment of dividends.
(E) The amount of the "consideration actually received" by the Company upon the issuance of any Options referred to in subparagraph (C) above or upon the issuance of any Convertible Securities as described in subparagraph (D) above, and the amount of the consideration, if any, other than such Convertible Securities, receivable by the Company upon the exercise, conversion or exchange thereof shall be determined in the same manner provided in subparagraphs (A) and (B) above with respect to the consideration received by the Company in case of the issuance of additional shares of Common Stock; provided, however, that if such Convertible Securities are issued in payment or satisfaction of any dividend upon any stock of the Company other than Common Stock, the amount of the "consideration actually received" by the Company upon the original issuance of such Convertible Securities shall be deemed to be the value of such obligations or shares of stock, as of the date of the adoption of the resolution declaring such dividend, as determined by the Company's Board of Directors at or as of that date.
(F) On the expiration of any time during Options referred to in subparagraph (C), or the Term termination of this Warrantany right of conversion with respect to Convertible Securities referred to in subparagraph (D), or any change in the number of shares of Common Stock outstanding is decreased by a combination deliverable upon exercise of such Options or upon conversion of or exchange of such Convertible Securities, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustments made upon the issuance of such Options or Convertible Securities been made upon the basis of the outstanding shares delivery of Common Stock, then, following only the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the adjusted number of shares of Common Stock issuable actually delivered or to be delivered upon the exercise hereof shall be decreased in proportion to of such decrease in outstanding sharesOptions or upon the conversion or exchange of such Convertible Securities.
(iiiG) All calculations under this Section 6 shall be made Anything herein to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6contrary notwithstanding, the Company shall prepare a statement showing the facts requiring such not be required to make any adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under Exercise Price in the provisions case of subsection (vi) issuances of this Section 6.
(v) Adjustments made any shares of Common Stock or any Options or any Convertible Securities to, officers, directors, employees or consultants of the Company and its subsidiaries pursuant to clauses stock options or stock purchase plans or agreements, whether "qualified" for tax purposes or not, issued on or after the Grant Date. 16 (H) "Additional Stock" means (i) and Common Stock issued by the Company after the Grant Date, (ii) above Common Stock issuable upon conversion of Convertible Securities issued by the Company after the Grant Date, and (iii) Common Stock issuable upon exercise of Options issued by the Company after the Grant Date (for purposes of this clause (iii), if the Option is to acquire Convertible Securities, the Common Stock issuable upon conversion of such Convertible Securities shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distributiondeemed issued).
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend or make a distribution on the Warrant Securities in shares of its [Common] [Preferred] Stock, (ii) subdivide the outstanding Warrant Securities into a greater number of shares, (iii) combine the outstanding Warrant Securities into a smaller number of shares or (iv) issue any shares of its capital stock in a reclassification of the shares of [Common] [Preferred] Stock (including any such reclassification in connection with a consolidation, merger or share exchange in which the Company is the continuing corporation), the Warrant Price in effect at such time shall be adjusted so that the holder of any time during the Term of this Warrant, Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Common [Common] [Preferred] Stock outstanding is increased by which he would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a stock dividend payable or the effective date in shares the case of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date fixed for in the determination case of holders of Common Stock entitled to receive such stock a dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted except as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection subparagraph (vih) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is madebelow, and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders of [Common] [Preferred] Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of [Common] [Preferred] Stock at a price per share less than the opening current market price per share of business on the business day next following [Common] [Preferred] Stock (as defined for purposes of this subparagraph (b) in subparagraph (e) below), at the record date for the determination of stockholders entitled to receive such dividendrights or warrants, subdivisionthe Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, split-upthe numerator of which shall be the number of shares of [Common] [Preferred] Stock outstanding at the close of business on the record date for issuance of such rights or warrants plus the number of shares of [Common] [Preferred] Stock which the aggregate offering price of the total number of shares of [Common] [Preferred] Stock so offered would purchase at such current market price, combination and the denominator of which shall be the number of shares of [Common] [Preferred] Stock outstanding at the close of business on the record date for issuance of such rights or distributionwarrants plus the number of additional shares of [Common] [Preferred] Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent. Shares of [Common] [Preferred] Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed.
(vic) In the event case the Company shall propose distribute to take all holders of shares of [Common] [Preferred] Stock (including any action of the types described such distribution made in clauses (i) connection with a consolidation, merger or (ii) of this Section 6, the Company shall forward, at the same time and share exchange in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to is the holders continuing corporation) any shares of capital stock of the Company (other than shares of [Common] [Preferred] Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company or from any surplus legally available for dividends under the laws of the state of incorporation of the Company and dividends payable in shares of [Common] [Preferred] Stock) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in subparagraph (b) above) (any of the foregoing being hereinafter in this subparagraph (c) called the "Securities"), then, in each such case, unless the Company elects to reserve such Securities (or, at the option of the Company.
, pay cash as provided below) for distribution to the holders of the Warrants upon the exercise of the Warrants so that any such holder exercising Warrants will receive such exercise, in addition to the Shares of [Common][Preferred] Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, exercised its Warrants into Warrant Securities (vii) In any case or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Company's Board of Directors in its sole discretion), the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the provisions current market price per share (as defined for purposes of this Section 6 subparagraph (c) in subparagraph (e) below) of the shares of [Common] [Preferred] Stock on the record date mentioned above less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall require that an be conclusive) of the portion of the Securities so distributed allocable to one share of [Common] [Preferred] Stock, and the denominator of which shall be the current market price per share (determined as provided in subparagraph (e) below) of the share of [Common] [Preferred] Stock. Such adjustment shall become effective immediately after a prior to the opening of business on the day following the record date for an eventthe determination of shareholders entitled to receive such distribution. In the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such date fixed for the determination of shareholders entitled to receive such distribution had not been fixed.
(d) If, pursuant to subparagraph (b) or (c) above, the number of shares of Warrant Securities into which a Warrant is convertible shall have been adjusted because the Company may defer until has declared a dividend, or made a distribution, on the occurrence outstanding shares of Warrant Securities in the form of any right or warrant to purchase securities of the Company, or the Company has issued any such right or warrant, then, upon the expiration of any such unexercised right or unexercised warrant, the Warrant Price shall forthwith be adjusted to equal the Warrant Price that would have applied had such right or warrant never been declared, distributed or issued.
(e) For the purposes of any computation under subparagraph (b) above, the current market price per share of [Common] [Preferred] Stock or of any other security (herein collectively referred to as a "security") at the date herein specified shall be deemed to be the average of the reported last sales prices for the [thirty consecutive Trading Days (as defined below) commencing forty-five Trading Days (as defined below) before the date in question] [ten consecutive Trading Days (as defined below) selected by the Company commencing not less than twenty nor more than thirty days before the date in question]. For the purpose of any computation under subparagraph (c) above, the current market price per security on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (b) or subparagraph (c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or, if such security is not quoted on such National Market System, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the security on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in such security selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such quotations are available, the fair market value of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise security as determined by reason of the adjustment required by such event over and above a New York Stock Exchange member firm regularly making a market in the shares of capital stock issuable upon [Common] [Preferred] Stock selected for such exercise before giving effect to such adjustment exercise; provided, however, that purpose by the Board of Directors of the Company shall deliver or a committee thereof. As used herein, the term "Trading Day" with respect to a security means (x) if such Holder security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a due bill day on which the New York Stock Exchange or such other appropriate instrument evidencing national securities exchange is open for business or (y) if such Holder's right to receive such additional shares upon security is quoted on the occurrence National Market System of the event requiring NASDAQ, a day on which trades may be made on such adjustmentNational Market System or (z) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price.
(iv) All calculations under this Section 6 5 shall be made to the nearest cent or to the nearest whole one-tenth (1/10) of a share, as the case may be.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Biotransplant Inc)
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) pay a dividend or make a distribution on the Warrant Securities in shares of its [Common Stock] [Preferred Stock] [Depositary Shares], (ii) subdivide the outstanding Warrant Securities into a greater number of shares, (iii) combine the outstanding Warrant Securities into a smaller number of shares or (iv) issue any shares of its capital stock in a reclassification of the shares of [Common Stock] [Preferred Stock] [Depositary Shares] (including any such reclassification in connection with a consolidation, merger or share exchange in which the Company is the continuing corporation), the Warrant Price in effect at such time shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] which he would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a dividend or the effective date in the case of a subdivision or combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date in the case of a dividend, except as provided in subparagraph (h) below, and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders of [Common Stock] [Preferred Stock] [Depositary Shares] entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of [Common Stock] [Preferred Stock] [Depositary Shares] at a price per share less than the current market price per share of [Common Stock] [Preferred Stock] [Depositary Shares] (as defined for purposes of this subparagraph (b) in subparagraph (e) below), at the record date for the determination of stockholders entitled to receive such rights or warrants, the Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] outstanding at the close of business on the record date for issuance of such rights or warrants plus the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] which the aggregate offering price of the total number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] so offered would purchase at such current market price, and the denominator of which shall be the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] outstanding at the close of business on the record date for issuance of such rights or warrants plus the number of additional shares of [Common Stock] [Preferred Stock] [Depositary Shares] receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent. Shares of [Common Stock] [Preferred Stock] [Depositary Shares] owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed.
(c) In case the Company shall distribute to all holders of shares of [Common Stock] [Preferred Stock] [Depositary Shares] (including any such distribution made in connection with a consolidation, merger or share exchange in which the Company is the continuing corporation) any shares of capital stock of the Company (other than shares of [Common Stock] [Preferred Stock] [Depositary Shares]) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company or from any surplus legally available for dividends under the laws of the state of incorporation of the Company and dividends payable in shares of [Common Stock] [Preferred Stock] [Depositary Shares]) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in subparagraph (b) above) (any of the foregoing being hereinafter in this subparagraph (c) called the “Securities”), then, in each such case, unless the Company elects to reserve such Securities (or, at the option of the Company, pay cash as provided below) for distribution to the holders of the Warrants upon the exercise of the Warrants so that any such holder exercising Warrants will receive such exercise, in addition to the Shares of [Common Stock] [Preferred Stock] [Depositary Shares] to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, exercised its Warrants into Warrant Securities (or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Company’s Board of Directors in its sole discretion), the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the current market price per share (as defined for purposes of this subparagraph (c) in subparagraph (e) below) of the shares of [Common Stock] [Preferred Stock] [Depositary Shares] on the record date mentioned above less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the Securities so distributed allocable to one share of [Common Stock] [Preferred Stock] [Depositary Shares], and the denominator of which shall be the current market price per share (determined as provided in subparagraph (e) below) of the shares of [Common Stock] [Preferred Stock] [Depositary Shares]. Such adjustment shall become effective immediately prior to the opening of business on the day following the record date for the determination of shareholders entitled to receive such distribution. In the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such date fixed for the determination of shareholders entitled to receive such distribution had not been fixed.
(d) If, at any time during the Term of this Warrantpursuant to subparagraph (b) or (c) above, the number of shares of Common Stock Warrant Securities into which a Warrant is convertible shall have been adjusted because the Company has declared a dividend, or made a distribution, on the outstanding is increased by a stock dividend payable in shares of Common Stock Warrant Securities in the form of any right or by a subdivision warrant to purchase securities of the Company, or split-up of shares of Common Stockthe Company has issued any such right or warrant, then, following upon the record date fixed for the determination expiration of holders of Common Stock entitled to receive any such stock dividend, subdivision unexercised right or split-upunexercised warrant, the Warrant Price shall forthwith be appropriately decreased so that adjusted to equal the aggregate Warrant Price shall remain the samethat would have applied had such right or warrant never been declared, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding sharesdistributed or issued.
(iie) If, at For the purposes of any time during the Term of this Warrantcomputation under subparagraph (b) above, the number current market price per share of [Common Stock] [Preferred Stock] [Depositary Shares] or of any other security (herein collectively referred to as a “security”) at the date herein specified shall be deemed to be the average of the reported last sales prices for the [thirty consecutive Trading Days (as defined below) commencing forty-five Trading Days (as defined below) before the date in question] [ten consecutive Trading Days (as defined below) selected by the Company commencing not less than twenty nor more than thirty days before the date in question]. For the purpose of any computation under subparagraph (c) above, the current market price per security on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (b) or subparagraph (c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or, if such security is not quoted on such National Market System, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the security on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in such security selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such quotations are available, the fair market value of such security as determined by a New York Stock Exchange member firm regularly making a market in the shares of [Common Stock outstanding is decreased Stock] [Preferred Stock] [Depositary Shares] selected for such purpose by a combination the Board of Directors of the outstanding shares Company or a committee thereof. As used herein, the term “Trading Day” with respect to a security means (x) if such security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (y) if such security is quoted on the National Market System of Common Stockthe NASDAQ, thena day on which trades may be made on such National Market System or (z) otherwise, following any day other than a Saturday or Sunday or a day on which banking institutions in the record date for such combination, State of New York are authorized or obligated by law or executive order to close.
(f) No adjustment in the Warrant Price shall appropriately be required unless such adjustment would require an increase so or decrease of at least [1%] in such Warrant Price; provided, however, that the aggregate Warrant Price shall remain the same, but the number any adjustments which by reason of shares of Common Stock issuable upon the exercise hereof this paragraph (f) are not required to be made shall be decreased carried forward and taken into account in proportion to such decrease in outstanding shares.
(iii) any subsequent adjustment. All calculations under this Section 6 Article III shall be made to the nearest cent or to the nearest whole ..01 of a share, as the case may be, with one-half cent and .005 of a share, respectively, being rounded upward. Anything in this Article III to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Warrant Price, in addition to those required by this paragraph (f), as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable.
(ivg) Whenever the Warrant Price shall be is adjusted as provided in Section 6herein provided, the Company shall prepare file with the transfer agent a certificate, signed by [the Chairman of the Board, the President, any Executive or Senior Vice President, or any Vice President] of the Company, setting forth the Warrant Price after such adjustment and setting forth a brief statement showing of the facts requiring such adjustment and the Warrant Price that adjustment, which certificate shall be in effect after conclusive evidence of the correctness of such adjustment. The Company shall cause a copy of such statement to be sent by mail; provided, first class postage prepaidhowever, to each Holder of this Warrant at its, his or her address appearing on that the Company's records. Where appropriate, such copy may be given in advance and may be included as part failure of the notice required Company to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above file such officers’ certificate shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take not invalidate any corporate action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of by the Company.
(viih) In any case in which the provisions of this Section 6 shall require Article III provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (y) issuing to the Holder holder of all or any part of this Warrant which is exercised converted after such record date and before the occurrence of such event the additional shares of capital stock Warrant Securities or other assets issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock Warrant Securities or other assets issuable upon such exercise before giving effect to such adjustment exerciseand (z) paying to such holder any amount of cash in lieu of any fractional share; provided, however, that the Company shall deliver to such Holder holder a due bill b▇▇▇ or other appropriate instrument evidencing such Holder's holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.
(i) Whenever the Warrant Price is adjusted as provided in Article III, the Company shall cause to be mailed to each holder of Warrants at its then registered address by first-class mail, postage prepaid, a notice of such adjustment of the Warrant Price setting forth such adjusted Exercise Price and the effective date of such adjusted Exercise Price; provided, however, that the failure of the Company to give such notice shall not invalidate any corporate action by the Company.
(j) In the event that at any time, as a result of an adjustment made pursuant to Section 3.1, the holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of [Common Stock] [Preferred Stock] [Depositary Shares], thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3.1(a) through (c), inclusive, and the provisions of Sections 2.3, 2.4 and 2.5 with respect to the shares of [Common Stock] [Preferred Stock] [Depositary Shares] shall apply on like terms to any such other shares.
(k) All Warrants originally issued by the Company subsequent to any adjustment made to the Warrant Price hereunder shall evidence the right to purchase, at the adjusted Warrant Price, the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.
(l) Unless the Company shall have exercised its election as provided in Section 3.1(m), upon each adjustment of the Warrant Price as a result of the calculations made in Section 3.1(a), (b) or (c), each Warrant outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Warrant Price, that number of shares (calculated to the nearest hundredth) obtained by (i) multiplying the number of shares covered by a Warrant immediately prior to this adjustment of the number of shares by the Warrant Price in effect immediately prior to such adjustment of the Warrant Price and (ii) dividing the product so obtained by the Warrant Price in effect immediately after such adjustment of the Warrant Price.
(m) The Company may elect on or after the date of any adjustment of the Warrant Price to adjust the number of Warrants, in substitution for any adjustment in the number of shares of [Common Stock] [Preferred Stock] [Depositary Shares] purchasable upon the exercise of a Warrant as provided in Section 3.2. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for one share of [Common Stock] [Preferred Stock] [Deposi
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(ia) If, at any time during the Term of this WarrantExercise Period, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, immediately following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(iib) If, at any time during the Term of this WarrantExercise Period, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, immediately following the record date for such combination, the Warrant Price shall be appropriately increase increased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiic) All calculations under this Section 6 In case, at any time during the Exercise Period, the Corporation shall be made declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the nearest cent Corporation or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the nearest whole shareCorporation convertible into or exchangeable for Common Stock), as then, in each such case, immediately following the case may be.
(iv) Whenever record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and determined by multiplying the Warrant Price that in effect immediately prior to such record date by a fraction of which the numerator shall be in effect after such adjustment. The Company shall cause a copy an amount equal to the remainder of (x) the Current Market Price (prior to the payment of such statement to dividend or the making of such distribution) of one share of Common Stock less (y) the fair market value per share of Common Stock (as determined by the Board of Directors, whose determination shall be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part conclusive) of the notice required to stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above such Current Market Price. Such adjustment shall be made on the date such dividend, subdivision, split-up, combination dividend or distribution, as the case may be, distribution is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination dividend or distribution.
(vid) In case, at any time during the event the Company shall propose to take Exercise Period, of any action capital reorganization,, or any reclassification of the types described stock of the Corporation (other than a change in clauses par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation with or into another corporation (iother than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any change in the Common Stock) or (ii) of the sale of all or substantially all the properties and assets of the Corporation as an entirety to any other corporation or person, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the Corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. The provisions of this subsection (d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers and sales.
(e) Whenever the Warrant Price shall be adjusted as provided in this Section 65, the Company Corporation shall forwardforthwith prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Corporation shall cause a copy of such statement to be sent by first class mail, at the same time and in the same mannerpostage prepaid, to the Holder holder of this Warrant such noticeat its address appearing on the Corporation’s records.
(f) The sale or other disposition of any Common Stock theretofore held in the treasury of the Corporation shall be deemed to be an issuance thereof.
(g) The Corporation shall pay all documentary, if any, which the Company shall give stamp or other taxes attributable to the holders issuance or delivery of shares of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder Corporation upon exercise of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exerciseWarrant; provided, however, that the Company Corporation shall deliver not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such Holder shares in a due bill or name other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence than that of the event requiring such adjustmentholder of this Warrant.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend or make a distribution on the Warrant Securities in shares of its [Common] [Preferred] Stock, (ii) subdivide the outstanding Warrant Securities into a greater number of shares, (iii) combine the outstanding Warrant Securities into a smaller number of shares or (iv) issue any shares of its capital stock in a reclassification of the shares of [Common] [Preferred] Stock (including any such reclassification in connection with a consolidation, merger or share exchange in which the Company is the continuing corporation), the Warrant Price in effect at such time shall be adjusted so that the holder of any time during the Term of this Warrant, Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Common [Common] [Preferred] Stock outstanding is increased by which he would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a stock dividend payable or the effective date in shares the case of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date fixed for in the determination case of holders of Common Stock entitled to receive such stock a dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted except as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection subparagraph (vih) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is madebelow, and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders of [Common] [Preferred] Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of [Common] [Preferred] Stock at a price per share less than the opening current market price per share of business on the business day next following [Common] [Preferred] Stock (as defined for purposes of this subparagraph (b) in subparagraph (e) below), at the record date for the determination of stockholders entitled to receive such dividendrights or warrants, subdivisionthe Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, split-upthe numerator of which shall be the number of shares of [Common] [Preferred] Stock outstanding at the close of business on the record date for issuance of such rights or warrants plus the number of shares of [Common] [Preferred] Stock which the aggregate offering price of the total number of shares of [Common] [Preferred] Stock so offered would purchase at such current market price, combination and the denominator of which shall be the number of shares of [Common] [Preferred] Stock outstanding at the close of business on the record date for issuance of such rights or distributionwarrants plus the number of additional shares of [Common] [Preferred] Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a statement filed with the Warrant Agent. Shares of [Common] [Preferred] Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed.
(vic) In the event case the Company shall propose distribute to take all holders of shares of [Common] [Preferred] Stock (including any action of the types described such distribution made in clauses (i) connection with a consolidation, merger or (ii) of this Section 6, the Company shall forward, at the same time and share exchange in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to is the holders continuing corporation) any shares of capital stock of the Company (other than shares of [Common] [Preferred] Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company or from any surplus legally available for dividends under the laws of the state of incorporation of the Company and dividends payable in shares of [Common] [Preferred] Stock) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights or warrants referred to in subparagraph (b) above) (any of the foregoing being hereinafter in this subparagraph (c) called the "Securities"), then, in each such case, unless the Company elects to reserve such Securities (or, at the option of the Company.
, pay cash as provided below) for distribution to the holders of the Warrants upon the exercise of the Warrants so that any such holder exercising Warrants will receive such exercise, in addition to the Shares of [Common][Preferred] Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities, exercised its Warrants into Warrant Securities (vii) In any case or, at the option of the Company, a sum equal to the value thereof at the time of distribution as determined by the Company's Board of Directors in its sole discretion), the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior to the date of such distribution by a fraction the numerator of which shall be the provisions current market price per share (as defined for purposes of this Section 6 subparagraph (c) in subparagraph (e) below) of the shares of [Common] [Preferred] Stock on the record date mentioned above less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall require that an be conclusive) of the portion of the Securities so distributed allocable to one share of [Common] [Preferred] Stock, and the denominator of which shall be the current market price per share (determined as provided in subparagraph (e) below) of the share of [Common] [Preferred] Stock. Such adjustment shall become effective immediately after a prior to the opening of business on the day following the record date for an event, the Company may defer until the occurrence determination of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right shareholders entitled to receive such additional distribution. In the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such date fixed for the determination of shareholders entitled to receive such distribution had not been fixed.
(d) If, pursuant to subparagraph (b) or (c) above, the number of shares of Warrant Securities into which a Warrant is convertible shall have been adjusted because the Company has declared a dividend, or made a distribution, on the outstanding shares of Warrant Securities in the form of any right or warrant to purchase securities of the Company, or the Company has issued any such right or warrant, then, upon the occurrence expiration of any such unexercised right or unexercised warrant, the Warrant Price shall forthwith be adjusted to equal the Warrant Price that would have applied had such right or warrant never been declared, distributed or issued.
(e) For the purposes of any computation under subparagraph (b) above, the current market price per share of [Common] [Preferred] Stock or of any other security (herein collectively referred to as a "security") at the date herein specified shall be deemed to be the average of the event requiring reported last sales prices for the [thirty consecutive Trading Days (as defined below) commencing forty-five Trading Days (as defined below) before the date in question] [ten consecutive Trading Days (as defined below) selected by the Company commencing not less than twenty nor more than thirty days before the date in question]. For the purpose of any computation under subparagraph (c) above, the current market price per security on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (b) or subparagraph (c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such adjustment.day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or, if such security is not quoted on such National Market System, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the security on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in such security selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such quotations are
Appears in 1 contract
Sources: Warrant Agreement (Emcor Group Inc)
Adjustment of Warrant Price. The Warrant Price specified in Section 2.1 shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend or make a distribution on the Warrant Securities in shares of its capital stock, (ii) subdivide the outstanding Warrant Securities into a greater number of shares or (iii) combine the outstanding Warrant Securities into a smaller number of shares, the Warrant Price shall be adjusted so that the holder of any Warrant thereafter surrendered for exercise shall be entitled to receive the number of shares of Warrant Securities which he would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised immediately prior to the record date in the case of a dividend or the effective date in the case of a subdivision or combination. An adjustment made pursuant to this subparagraph (a) shall become effective immediately after the record date in the case of a dividend, except as provided in subparagraph (h) below, and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) In case the Company shall issue rights or warrants to all holders of shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined for purposes of this subparagraph (b) in subparagraph (e) below), at any time during the Term record date for the determination of this Warrantshareholders entitled to receive such rights or warrants, the Warrant Price in effect after such record date shall be determined by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following on the record date fixed for the determination issuance of holders of Common Stock entitled to receive such stock dividend, subdivision rights or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but warrants plus the number of shares of Common Stock issuable upon which the exercise hereof aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding on the record date for issuance of such rights or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subparagraph (h) below, after such record date.
(c) In case the Company shall distribute to all holders of Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or
(d) If, pursuant to subparagraph (b) or (c) above, the number of shares of Warrant Securities into which a Warrant is decreased by convertible shall have been adjusted because the Company has declared a combination of dividend, or made a distribution, on the outstanding shares of Common StockWarrant Securities in the form of any right or warrant to purchase securities of the Company, or the Company has issued any such right or warrant, then, following upon the record date for expiration of any such combinationunexercised right or unexercised warrant, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall forthwith be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and to equal the Warrant Price that shall be in effect after would have applied had such adjustment. The Company shall cause a copy of such statement to be sent by mailright or warrant never been declared, first class postage prepaid, to each Holder of this Warrant at its, his distributed or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6issued.
(ve) Adjustments made pursuant For the purposes of any computation under subparagraph (b) above, the current market price per share of Common Stock or of any other security (herein collectively referred to clauses as a "security") at the date herein specified shall be deemed to be the average of the reported last sales prices for the thirty consecutive Trading Days (ias defined below) commencing forty-five Trading Days before the date in question. For the purpose of any computation under subparagraph (c) above, the current market price per security on any date shall be deemed to be the average of the reported last sales prices for the ten consecutive Trading Days before the date in question. The reported last sales price for each day (whether for purposes of subparagraph (b) or subparagraph (c)) shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if such security is not listed or admitted to trading on the New York Stock Exchange at such time, on the principal national securities exchange on which such security is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Market System of the Nasdaq Stock Market (ii"NASDAQ") above or, if such security is not quoted on such National Market System of the Nasdaq Stock Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for the security on each such day shall not have been reported through NASDAQ, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly making a market in such security selected for such purpose by the Board of Directors of the Company or a committee thereof or, if no such quotations are available, the fair market value of such security as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of the Company or a committee thereof. As used herein, the Term "Trading Day" with respect to a security means (x) if such security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (y) if such security is quoted on the National Market System of the NASDAQ, a day on which trades may be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) National Market System or (iiz) of this Section 6otherwise, the Company shall forward, at the same time and any day other than a Saturday or Sunday or a day on which banking institutions in the same manner, State of New York are authorized or obligated by law or executive order to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Companyclose.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending no more than 5 business days before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The (1) In case the Company shall pay or make a dividend or other distribution on its Common Stock exclusively in Common Stock (or Other Securities) or shall pay or make a dividend or other distribution on any other class of capital stock of the Company which dividend or distribution includes Common Stock (or Other Securities), the Warrant Price in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be subject reduced by multiplying such Warrant Price by a fraction of which the numerator shall be the number of shares of Common Stock (or Other Securities) outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to adjustment from time to time as follows:
(i) If, at any time during become effective immediately after the Term opening of business on the day next following the date fixed for such determination. For the purposes of this WarrantSection 2.2, the number of shares of Common Stock (or Other Securities) at any time outstanding is increased by shall not include shares held in the treasury of the Company.
(2) In case the Company shall pay or make a stock dividend payable in or other distribution on its Common Stock (or Other Securities) consisting exclusively of, or shall otherwise issue to all holders of its Common Stock (or Other Securities), rights, warrants or options entitling the holders thereof to subscribe for or purchase shares of Common stock at a price per share less than the Market Price per share of the Common Stock (or by a subdivision or split-up of shares of Common Stock, then, following Other Securities) on the record date fixed for the determination of holders of Common Stock stockholders entitled to receive such stock dividendrights, subdivision warrants or split-upoptions, the Warrant Price in effect at the opening of business on the day following the date fixed for such determination shall be appropriately decreased so that the aggregate reduced by multiplying such Warrant Price by a fraction of which the numerator shall remain the same, but be the number of shares of Common Stock issuable upon (or Other Securities) outstanding at the exercise hereof shall be increased in proportion to close of business on the date fixed for such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, determination plus the number of shares of Common Stock outstanding is decreased by a combination (or Other Securities) which the aggregate of the outstanding offering price of the total number of shares of Common Stock, then, following Stock (or Other Securities) so offered for subscription or purchase would purchase at such Market Price and the record date for such combination, the Warrant Price denominator shall appropriately increase so that the aggregate Warrant Price shall remain the same, but be the number of shares of Common Stock issuable upon (or Other Securities) outstanding at the exercise hereof shall be decreased in proportion close of business on the date fixed for such determination plus the number of shares of Common Stock (or Other Securities) so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such decrease in outstanding sharesdetermination.
(iii3) All calculations under this Section 6 In case outstanding shares of Common Stock (or Other Securities) shall be made to the nearest cent subdivided into a greater number of shares of Common Stock (or to the nearest whole shareOther Securities), as the case may be.
(iv) Whenever the Warrant Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall each be proportionately reduced, and, conversely, in case outstanding shares of Common Stock (or Other Securities) shall be adjusted as provided in Section 6combined into a smaller number of shares of Common Stock (or Other Securities), the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that in effect at the opening of business on the day following the day upon which such combination becomes effective shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriateproportionately increased, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination reduction or distributionincrease, as the case may be, is made, and shall to become effective at immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
(4) Subject to the last sentence of this paragraph (4), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock (or Other Securities) evidences of its indebtedness, shares of any class of capital stock, securities, cash or property (excluding any rights, warrants or options referred to in paragraph (2) of this Section 2.2, any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this Section 2.2), the Warrant Price shall be reduced by multiplying the Warrant Price in effect immediately prior to the effectiveness of the Warrant Price reduction contemplated by this paragraph (4) by a fraction of which the numerator shall be the Market Price per share of the Common Stock (or Other Securities) on the date of such effectiveness less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and shall, in the case of securities being distributed for which prior thereto there is an actual or when issued trading market, be no less than the value determined by reference to the average of the closing prices in such market over the period specified in the succeeding sentence), on the date of such effectiveness, of the portion of the evidences of indebtedness, shares of capital stock, securities, cash and property so distributed applicable to one share of Common Stock (or Other Securities) and the denominator of which shall be the Market Price per share of Common Stock (or Other Securities), such reduction to become effective immediately prior to the opening of business on the day next following the record later of (a) the date fixed for the payment of such distribution and (b) the date 10 days after the notice relating to such distribution is given pursuant to Section 4.3 (such later date of (a) and (b) being referred to as the "Reference Date"). If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the Market Price per share. For purposes of this paragraph (4), any dividend or distribution that includes shares of Common Stock (or Other Securities) or rights, warrants or options to subscribe for or purchase shares of Common Stock (or Other Securities) shall be deemed instead to be (a) a dividend or distribution of the evidences of indebtedness, cash, property, shares of capital stock or securities other than such shares of Common Stock (or Other Securities) or such rights, warrants or options (making any Warrant Price reduction required by this paragraph (4)) immediately followed by (b) a dividend or distribution of such shares of Common Stock (or Other Securities) or such rights, warrants or options (making any further Warrant Price reduction required by paragraph (1) or (2) of this Section 2.2, except (i) the Reference Date of such dividend or distribution as defined in this paragraph (4) shall be substituted as "the date fixed for the determination of stockholders entitled to receive such dividenddividend or other distribution", subdivision"the date fixed for the determination of stockholders entitled to receive such rights, split-up, combination warrants or distribution.
options" and "the date fixed for such determination" within the meaning of paragraphs (vi1) In the event the Company shall propose to take any action of the types described in clauses and (i) or (ii2) of this Section 6, the Company 2.2 and (ii) any shares of Common Stock (or Other Securities) included in such dividend or distribution shall forward, not be determined "outstanding at the same time and in close of business on the same manner, to date fixed for such determination" within the Holder meaning of paragraph (1) of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the CompanySection 2.2).
(vii5) In case the Company shall, by dividend or otherwise, make a distribution to all holders of its Common Stock (or Other Securities) exclusively in cash in an aggregate amount that, together with the aggregate amount of any case other distributions to all holders of its Common Stock (or Other Securities) made exclusively in cash within the 365 days preceding the date of payment of such distribution and in respect of which no Warrant Price adjustment pursuant to this paragraph (5) has been made, exceeds 12.5% of the product of the Market Price per share of the Common Stock (or Other Securities) on the date fixed for stockholders entitled to receive such distribution times the number of shares of Common Stock (or Other Securities) outstanding on such date, the Warrant Price shall be reduced by multiplying the Warrant Price in effect immediately prior to the effectiveness of the Warrant Price reduction contemplated by this paragraph (5) by a fraction of which the provisions numerator shall be the Market Price per share of this Section 6 the Common Stock (or Other Securities) on the date of such effectiveness less the amount of cash so distributed applicable to one share of Common Stock (or Other Securities) and the denominator shall require that an adjustment shall be such Market Price per share of the Common Stock (or Other Securities), such reduction to become effective immediately prior to the opening of business on the later of (a) the day following the date fixed for the payment of such distribution and (b) the date 10 days after a record date for an event, the notice relating to such distribution is given.
(6) The Company may defer until make such reductions in the occurrence Warrant Price, in addition to those required by paragraphs (1), (2), (3), (4), and (5) of such this Section, as it considers to be advisable in order that any event issuing treated for Federal income tax purposes as a division of stock or stock rights shall not be taxable to the Holder of all or any part of this recipients.
(7) No adjustment in the Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment Price shall be required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to unless such adjustment exercisewould require an increase or decrease of at least 1% in the Warrant Price; provided, however, that the Company any adjustments which by reason of this paragraph (7) are not required to be made shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such be carried forward and taken into account in any subsequent adjustment.
Appears in 1 contract
Sources: Warrant Agreement (Nuevo Energy Co)
Adjustment of Warrant Price. The and Number of Shares of Common Stock or Warrants. Upon each adjustment of the Warrant Price pursuant to this Section 5, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Subsection 5(c)) be such number of shares (calculated to the nearest tenth) purchasable at the Warrant Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be subject the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Notwithstanding any other provision in this Warrant, no adjustment shall be made upon the issuance or sale of Common Stock or Convertible (or derivative) securities of the Company for consideration to the Company that is not less than the lower of A)Fair Market Value as determined by the Company's Board of Directors or B) the bid price of the Company's Common Stock on the date of issuance (as determined by quotations on the Stock Market); FURTHER PROVIDED that, for all purposes in this Warrant, if the average daily trading volume of shares of the Company's Common Stock traded during the prior 50 trading days shall be less than 25,000 shares, the determination of the Board of Directors related to issuance of such securities (or related to the adjustment of the terms of outstanding securities)shall be treated as valid exercise of their business judgment and deemed to be issuance (or adjustment) at the Fair Market Value (or greater) and such determination shall be binding as Holder agrees and acknowledges that a trading market without at least such limited liquidity and volume cannot provide a reasonable basis for Fair Market Value determination without adjustment for other relevant, material factors, and therefore, such actions (issuance and/or adjustments) by the Company shall not trigger any adjustments to this Warrant.
(a) Except as otherwise provided herein, in the event the Company shall, at any time or from time to time as follows:
after the date hereof, (i) Ifsell or issue any shares of Common Stock for a consideration per share less than the Warrant Price in effect on the date of such sale or issuance, at (ii) issue any time during shares of Common Stock as a stock dividend to the Term Holders of this WarrantCommon Stock, or (iii) subdivide or combine the outstanding shares of Common Stock into a greater or fewer number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Warrant Price in effect immediately prior to such Change of Shares shall be changed to a price (rounded to the nearest cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Common Stock outstanding is increased by a stock dividend payable in immediately prior to the sale or issuance of such additional shares or such subdivision or combination plus (B) the number of shares of Common Stock that the aggregate consideration received (determined as provided in Paragraph 5(g)(v)) for the issuance of such additional shares would purchase at the Warrant Price in effect on the date of such issuance and the denominator of which shall be (y) the number of shares of Common Stock outstanding immediately after the sale or by a issuance of such additional shares or such subdivision or split-up combination. Such adjustment shall be made successively whenever any such issuance is made.
(b) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, thenor in case of any consolidation or merger of the Company with or into another entity (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any reclassification, following capital reorganization or other change of outstanding shares of Common Stock other than the number thereof), or in case of any sale or conveyance to another entity of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock immediately theretofore purchasable upon exercise of the Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a Holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The Company shall not effect any such consolidation, merger or sale unless prior to, or simultaneously with, the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the entity purchasing assets or other appropriate entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of each Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) If, at any time or from time to time, the Company shall issue or distribute to the Holders of shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding an issuance or distribution governed by one of the preceding Subsections of this Section 5 and also excluding cash dividends or cash distributions paid out of net profits legally available therefore in the full amount thereof (any such non-excluded event being herein called a "Special Dividend")), then in each case the Registered Holders of the Warrants shall be entitled to a proportionate share of any such Special Dividend as though they were the Holders of the number of shares of Common Stock of the Company for which their Warrants are exercisable as of the record date fixed for the determination of holders the Holders of Common Stock of the Company entitled to receive such Special Dividend.
(d) The Company may elect, upon any adjustment of the Warrant Price hereunder, to adjust the number of Warrants outstanding, in lieu of the adjustment in the number of shares of Common Stock purchasable upon the exercise of each Warrant as hereinabove provided, so that each Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 5, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrants on the date of such adjustment Warrants evidencing, subject to Section 6, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrants held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrants evidencing the number of Warrants to which such Holder shall be entitled after such adjustment.
(e) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, the Warrants theretofore and thereafter issued shall, unless the Company shall exercise its option to issue new Warrants pursuant to Subsection 3(a), continue to express the same Warrant Price per share, number of shares purchasable thereunder and Redemption Price therefore as when the same were originally issued.
(f) After each adjustment of the Warrant Price pursuant to this Section 5, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (i) the Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Company shall have elected to adjust the number of Warrants pursuant to Subsection 5(d), the number of Warrants to which the registered Holder of each Warrant shall then be entitled, and the adjustment in Redemption Price resulting there from, and (iii) a brief statement of the facts accounting for such adjustment. The Company will cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his or her last address as it shall appear on the registry books. No failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of such adjustment. The affidavit the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(g) For purposes of Subsections 5(a) and 5(d), the following provisions (i) to (v) shall also be applicable:
(i) the number of shares of Common Stock deemed outstanding at any given time shall include all shares of capital stock dividendconvertible into, subdivision or split-upexchangeable for, Common Stock (on an as converted basis) as well as all shares of Common Stock ssuable upon the exercise of (x) any convertible debt, (y) warrants outstanding on the date hereof and (z) options outstanding on the date hereof.
(ii) No adjustment of the Warrant Price shall be appropriately decreased made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this Paragraph (ii) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with adjustments so that carried forward, shall require an increase or decrease of at least $.01 in the aggregate Warrant Price shall remain then in effect hereunder.
(iii) In case of (1) the samesale by the Company (including as a component of a unit) of any rights or warrants to subscribe for or purchase, but or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefore, of any rights or ▇▇▇▇▇▇▇ to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the consideration per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, payable to the Company upon the exercise of such rights, warrants or options, plus the consideration received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or siilar provisions contained therein for a subsequent adjustment of such amount, of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Warrant Price of the Common Stock as of the date of the issuance or sale of such rights, warrants or options, then such total maximum number of shares of Common Stock issuable upon the exercise hereof of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be increased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such increase consideration per share and shall cause an adjustment to be made in outstanding sharesaccordance with Subsections 5(a) and 5(d).
(iiiv) IfIn case of the sale or other issuance by the Company of any Convertible Securities, at whether or not the right of conversion or exchange thereunder is immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount of consideration received by the Company for the sale of such Convertible Securities, plus the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any time during antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the Term conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of this Warrantsuch amount, the number of shares of Common Stock outstanding issuable upon the conversion or exchange of such Convertible Securities) is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, less than the Warrant Price shall appropriately increase so that of the aggregate Warrant Price shall remain Common Stock as of the samedate of the sale of such Convertible Securities, but the then such total maximum number of shares of Common Stock issuable upon the exercise hereof conversion or exchange of such Convertible Securities (as of the date of the sale of such Convertible Securities) shall be decreased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such decrease in outstanding shares.
(iii) All calculations under this Section 6 consideration per share and shall cause an adjustment to be made to the nearest cent or to the nearest whole share, as the case may be.
(ivin accordance with Subsections 5(a) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 65(d).
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the In case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take modify the rights of conversion, exchange or exercise of any action of the types described securities referred to in clauses Paragraphs (iiii) or (iiiv) of this Section 6Subsection 5(g) or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Warrant Price as of the date prior to such modification, then such securities, to the extent not theretofore exercised, converted or exchanged, shall be deemed to have expired or terminated immediately prior to the date of such modification and the Company shall forwardbe deemed, at the same time and in the same mannerfor purposes of calculating any adjustments pursuant to this Section 5, to the Holder of this Warrant have issued such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable new securities upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.new
Appears in 1 contract
Sources: Warrant Agreement (Bion Environmental Technologies Inc)
Adjustment of Warrant Price. The (1) In case the Company shall pay or make a dividend or other distribution on its Common Stock exclusively in Common Stock (or Other Securities) or shall pay or make a dividend or other distribution on any other class of capital stock of the Company which dividend or distribution includes Common Stock (or Other Securities), the Warrant Price in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be subject reduced by multiplying such Warrant Price by a fraction of which the numerator shall be the number of shares of Common Stock (or Other Securities) outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to adjustment from time to time as follows:
(i) If, at any time during become effective immediately after the Term opening of business on the day next following the date fixed for such determination. For the purposes of this WarrantSection 2.2, the number of shares of Common Stock (or Other Securities) at any time outstanding is increased by shall not include shares held in the treasury of the Company.
(2) In case the Company shall pay or make a stock dividend payable in or other distribution on its Common Stock (or Other Securities) consisting exclusively of, or shall otherwise issue to all holders of its Common Stock (or Other Securities), rights, warrants or options entitling the holders thereof to subscribe for or purchase shares of Common Stock (or by Other Securities) at a subdivision price per share less than the Market Price per share of the Common Stock (or split-up of shares of Common Stock, then, following Other Securities) on the record date fixed for the determination of holders of Common Stock stockholders entitled to receive such stock dividendrights, subdivision warrants or split-upoptions, the Warrant Price in effect at the opening of business on the day following the date fixed for such determination shall be appropriately decreased so that the aggregate reduced by multiplying such Warrant Price by a fraction of which the numerator shall remain the same, but be the number of shares of Common Stock issuable upon (or Other Securities) outstanding at the exercise hereof shall be increased in proportion to close of business on the date fixed for such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, determination plus the number of shares of Common Stock outstanding is decreased by a combination (or Other Securities) which the aggregate of the outstanding offering price of the total number of shares of Common Stock, then, following Stock (or Other Securities) so offered for subscription or purchase would purchase at such Market Price and the record date for such combination, the Warrant Price denominator shall appropriately increase so that the aggregate Warrant Price shall remain the same, but be the number of shares of Common Stock issuable upon (or Other Securities) outstanding at the exercise hereof shall be decreased in proportion close of business on the date fixed for such determination plus the number of shares of Common Stock (or Other Securities) so offered for subscription or purchase, such reduction to become effective immediately after the opening of business on the day following the date fixed for such decrease in outstanding sharesdetermination.
(iii3) All calculations under this Section 6 In case outstanding shares of Common Stock (or Other Securities) shall be made to the nearest cent subdivided into a greater number of shares of Common Stock (or to the nearest whole shareOther Securities), as the case may be.
(iv) Whenever the Warrant Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall each be proportionately reduced, and, conversely, in case outstanding shares of Common Stock (or Other Securities) shall be adjusted as provided in Section 6combined into a smaller number of shares of Common Stock (or Other Securities), the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that in effect at the opening of business on the day following the day upon which such combination becomes effective shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriateproportionately increased, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination reduction or distributionincrease, as the case may be, is made, and shall to become effective at immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
(4) Subject to the last sentence of this paragraph (4), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock (or Other Securities) evidences of its indebtedness, shares of any class of capital stock, securities, cash or property (excluding any rights, warrants or options referred to in paragraph (2) of this Section 2.2, any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in paragraph (1) of this Section 2.2), the Warrant Price shall be reduced by multiplying the Warrant Price in effect immediately prior to the effectiveness of the Warrant Price reduction contemplated by this paragraph (4) by a fraction of which the numerator shall be the Market Price per share of the Common Stock (or Other Securities) on the date of such effectiveness less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and shall, in the case of securities being distributed for which prior thereto there is an actual or when issued trading market, be no less than the value determined by reference to the average of the closing prices in such market over the period specified in the succeeding sentence), on the date of such effectiveness, of the portion of the evidences of indebtedness, shares of capital stock, securities, cash and property so distributed applicable to one share of Common Stock (or Other Securities) and the denominator of which shall be the Market Price per share of Common Stock (or Other Securities), such reduction to become effective immediately prior to the opening of business on the day next following the record later of (a) the date fixed for the payment of such distribution and (b) the date 10 days after the notice relating to such distribution is given pursuant to Section 4.3 (such later date of (a) and (b) being referred to as the "Reference Date"). If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the Market Price per share. For purposes of this paragraph (4), any dividend or distribution that includes shares of Common Stock (or Other Securities) or rights, warrants or options to subscribe for or purchase shares of Common Stock (or Other Securities) shall be deemed instead to be (a) a dividend or distribution of the evidences of indebtedness, cash, property, shares of capital stock or securities other than such shares of Common Stock (or Other Securities) or such rights, warrants or options (making any Warrant Price reduction required by this paragraph (4)) immediately followed by (b) a dividend or distribution of such shares of Common Stock (or Other Securities) or such rights, warrants or options (making any further Warrant Price reduction required by paragraph (1) or (2) of this Section 2.2, except (i) the Reference Date of such dividend or distribution as defined in this paragraph (4) shall be substituted as "the date fixed for the determination of stockholders entitled to receive such dividenddividend or other distribution", subdivision"the date fixed for the determination of stockholders entitled to receive such rights, split-up, combination warrants or distribution.
options" and "the date fixed for such determination" within the meaning of paragraphs (vi1) In the event the Company shall propose to take any action of the types described in clauses and (i) or (ii2) of this Section 6, the Company 2.2 and (ii) any shares of Common Stock (or Other Securities) included in such dividend or distribution shall forward, not be determined "outstanding at the same time and in close of business on the same manner, to date fixed for such determination" within the Holder meaning of paragraph (1) of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the CompanySection 2.2).
(vii5) In case the Company shall, by dividend or otherwise, make a distribution to all holders of its Common Stock (or Other Securities) exclusively in cash in an aggregate amount that, together with the aggregate amount of any case other distributions to all holders of its Common Stock (or Other Securities) made exclusively in cash within the 365 days preceding the date of payment of such distribution and in respect of which no Warrant Price adjustment pursuant to this paragraph (5) has been made, exceeds 12.5% of the product of the Market Price per share of the Common Stock (or Other Securities) on the date fixed for stockholders entitled to receive such distribution times the number of shares of Common Stock (or Other Securities) outstanding on such date, the Warrant Price shall be reduced by multiplying the Warrant Price in effect immediately prior to the effectiveness of the Warrant Price reduction contemplated by this paragraph (5) by a fraction of which the provisions numerator shall be the Market Price per share of this Section 6 the Common Stock (or Other Securities) on the date of such effectiveness less the amount of cash so distributed applicable to one share of Common Stock (or Other Securities) and the denominator shall require that an adjustment shall be such Market Price per share of the Common Stock (or Other Securities), such reduction to become effective immediately prior to the opening of business on the later of (a) the day following the date fixed for the payment of such distribution and (b) the date 10 days after a record date for an event, the notice relating to such distribution is given.
(6) The Company may defer until make such reductions in the occurrence Warrant Price, in addition to those required by paragraphs (1), (2), (3), (4), and (5) of such this Section, as it considers to be advisable in order that any event issuing treated for Federal income tax purposes as a division of stock or stock rights shall not be taxable to the Holder of all or any part of this recipients.
(7) No adjustment in the Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment Price shall be required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to unless such adjustment exercisewould require an increase or decrease of at least 1% in the Warrant Price; provided, however, that the Company any adjustments which by reason of this paragraph (7) are not required to be made shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such be carried forward and taken into account in any subsequent adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The and Number of Shares of Common Stock or Warrants. Upon each adjustment of the Warrant Price pursuant to this Section 5, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall (subject to the provisions contained in Subsection 5(c)) be such number of shares (calculated to the nearest tenth) purchasable at the Warrant Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be subject the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Notwithstanding any other provision in this Warrant, no adjustment shall be made upon the issuance or sale of Common Stock or Convertible (or derivative) securities of the Company for consideration to the Company that is not less than the lower of A)Fair Market Value as determined by the Company's Board of Directors or B) the bid price of the Company's Common Stock on the date of issuance (as determined by quotations on the Stock Market); FURTHER PROVIDED that, for all purposes in this Warrant, if the average daily trading volume of shares of the Company's Common Stock traded during the prior 50 trading days shall be less than 25,000 shares, the determination of the Board of Directors related to issuance of such securities (or related to the adjustment of the terms of outstanding securities)shall be treated as valid exercise of their business judgment and deemed to be issuance (or adjustment) at the Fair Market Value (or greater) and such determination shall be binding as Holder agrees and acknowledges that a trading market without at least such limited liquidity and volume cannot provide a reasonable basis for Fair Market Value determination without adjustment for other relevant, material factors, and therefore,such actions (issuance and/or adjustments) by the Company shall not trigger any adjustments to this Warrant.
(a) Except as otherwise provided herein, in the event the Company shall, at any time or from time to time as follows:
after the date hereof, (i) Ifsell or issue any shares of Common Stock for a consideration per share less than the Warrant Price in effect on the date of such sale or issuance, at (ii) issue any time during shares of Common Stock as a stock dividend to the Term Holders of this WarrantCommon Stock, or (iii) subdivide or combine the outstanding shares of Common Stock into a greater or fewer number of shares (any such sale, issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Warrant Price in effect immediately prior to such Change of Shares shall be changed to a price (rounded to the nearest cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Common Stock outstanding is increased by a stock dividend payable in immediately prior to the sale or issuance of such additional shares or such subdivision or combination plus (B) the number of shares of Common Stock that the aggregate consideration received (determined as provided in Paragraph 5(g)(v)) for the issuance of such additional shares would purchase at the Warrant Price in effect on the date of such issuance and the denominator of which shall be (y) the number of shares of Common Stock outstanding immediately after the sale or by a issuance of such additional shares or such subdivision or split-up combination. Such adjustment shall be made successively whenever any such issuance is made.
(b) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, thenor in case of any consolidation or merger of the Company with or into another entity (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any reclassification, following capital reorganization or other change of outstanding shares of Common Stock other than the number thereof), or in case of any sale or conveyance to another entity of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that each Holder of a Warrant then outstanding shall have the right thereafter, by exercising such Warrant, upon the terms and conditions specified in the Warrant and in lieu of the shares of Common Stock immediately theretofore purchasable upon exercise of the Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a Holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The Company shall not effect any such consolidation, merger or sale unless prior to, or simultaneously with, the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the entity purchasing assets or other appropriate entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of each Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holders may be entitled to purchase and the other obligations under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances.
(c) If, at any time or from time to time, the Company shall issue or distribute to the Holders of shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding an issuance or distribution governed by one of the preceding Subsections of this Section 5 and also excluding cash dividends or cash distributions paid out of net profits legally available therefore in the full amount thereof (any such non-excluded event being herein called a "Special Dividend")), then in each case the Registered Holders of the Warrants shall be entitled to a proportionate share of any such Special Dividend as though they were the Holders of the number of shares of Common Stock of the Company for which their Warrants are exercisable as of the record date fixed for the determination of holders the Holders of Common Stock of the Company entitled to receive such Special Dividend.
(d) The Company may elect, upon any adjustment of the Warrant Price hereunder, to adjust the number of Warrants outstanding, in lieu of the adjustment in the number of shares of Common Stock purchasable upon the exercise of each Warrant as hereinabove provided, so that each Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 5, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrants on the date of such adjustment Warrants evidencing, subject to Section 6, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrants held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrants evidencing the number of Warrants to which such Holder shall be entitled after such adjustment.
(e) Irrespective of any adjustments or changes in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, the Warrants theretofore and thereafter issued shall, unless the Company shall exercise its option to issue new Warrants pursuant to Subsection 3(a), continue to express the same Warrant Price per share, number of shares purchasable thereunder and Redemption Price therefore as when the same were originally issued.
(f) After each adjustment of the Warrant Price pursuant to this Section 5, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (i) the Warrant Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant after such adjustment, and, if the Company shall have elected to adjust the number of Warrants pursuant to Subsection 5(d), the number of Warrants to which the registered Holder of each Warrant shall then be entitled, and the adjustment in Redemption Price resulting there from, and (iii) a brief statement of the facts accounting for such adjustment. The Company will cause a brief summary thereof to be sent by ordinary first class mail to each Registered Holder of Warrants at his or her last address as it shall appear on the registry books. No failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of such adjustment. The affidavit the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(g) For purposes of Subsections 5(a) and 5(d), the following provisions (i) to (v) shall also be applicable:
(i) the number of shares of Common Stock deemed outstanding at any given time shall include all shares of capital stock dividendconvertible into, subdivision or split-upexchangeable for, Common Stock (on an as converted basis) as well as all shares of Common Stock issuable upon the exercise of (x) any convertible debt, (y) warrants outstanding on the date hereof and (z) options outstanding on the date hereof.
(ii) No adjustment of the Warrant Price shall be appropriately decreased made unless such adjustment would require an increase or decrease of at least $.01 in such price; provided that any adjustments which by reason of this Paragraph (ii) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with adjustments so that carried forward, shall require an increase or decrease of at least $.01 in the aggregate Warrant Price shall remain then in effect hereunder.
(iii) In case of (1) the samesale by the Company (including as a component of a unit) of any rights or warrants to subscribe for or purchase, but or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefore, of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the consideration per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, payable to the Company upon the exercise of such rights, warrants or options, plus the consideration received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Warrant Price of the Common Stock as of the date of the issuance or sale of such rights, warrants or options, then such total maximum number of shares of Common Stock issuable upon the exercise hereof of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be increased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such increase consideration per share and shall cause an adjustment to be made in outstanding sharesaccordance with Subsections 5(a) and 5(d).
(iiiv) IfIn case of the sale or other issuance by the Company of any Convertible Securities, at whether or not the right of conversion or exchange thereunder is immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount of consideration received by the Company for the sale of such Convertible Securities, plus the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any time during antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the Term conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of this Warrantsuch amount, the number of shares of Common Stock outstanding issuable upon the conversion or exchange of such Convertible Securities) is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, less than the Warrant Price shall appropriately increase so that of the aggregate Warrant Price shall remain Common Stock as of the samedate of the sale of such Convertible Securities, but the then such total maximum number of shares of Common Stock issuable upon the exercise hereof conversion or exchange of such Convertible Securities (as of the date of the sale of such Convertible Securities) shall be decreased in proportion deemed to be "Common Stock" for purposes of Subsections 5(a) and 5(d) and shall be deemed to have been sold for an amount equal to such decrease in outstanding shares.
(iii) All calculations under this Section 6 consideration per share and shall cause an adjustment to be made to the nearest cent or to the nearest whole share, as the case may be.
(ivin accordance with Subsections 5(a) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 65(d).
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the In case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take modify the rights of conversion, exchange or exercise of any action of the types described securities referred to in clauses Paragraphs (iiii) or (iiiv) of this Section 6Subsection 5(g) or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Warrant Price as of the date prior to such modification, then such securities, to the extent not theretofore exercised, converted or exchanged, shall be deemed to have expired or terminated immediately prior to the date of such modification and the Company shall forwardbe deemed, at the same time and in the same mannerfor purposes of calculating any adjustments pursuant to this Section 5, to the Holder of this Warrant have issued such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable new securities upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.ne
Appears in 1 contract
Sources: Warrant Agreement (Bion Environmental Technologies Inc)
Adjustment of Warrant Price. The Warrant Price shall be subject to --------------------------- adjustment from time to time as follows:
(i) If, [Reserved]
(ii) [Reserved]
(iii) If at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(iiiv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiiv) All calculations under In case, at any time during the Term of this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6Warrant, the Company shall prepare declare a statement showing cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the facts requiring Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such adjustment and case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price that in effect thereafter shall be determined by multiplying the Warrant Price in effect after immediately prior to such adjustment. The Company record date by a fraction of which the numerator shall cause a copy be an amount equal to the difference of such statement to be sent (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by mail, first class postage prepaid, to each Holder the Board of this Warrant at its, his or her address appearing on Directors of the Company's records. Where appropriate, such copy may whose determination shall be given in advance and may be included as part conclusive) of the notice required to stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock and of which the denominator shall be mailed under the provisions of subsection (vi) of this Section 6such Current Market Price.
(vvii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (vii) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(viii) [Reserved]
(ix) Adjustments made pursuant to clauses (iiii), (iv) and (iiv) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vix) In the event the Company shall propose to take any action of the types described in clauses (iiii), (iv) or (iiv) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viixi) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The If the Company issues any Additional Stock for no consideration or a consideration per share less than the Warrant Price in effect immediately prior to the time of such issuance, then the Warrant Price shall be subject reduced to adjustment from time to time as followsthe price determined by dividing:
(i) If, at any time during an amount equal to the Term sum of this Warrant, (A) the number of shares of Common Stock outstanding is increased Outstanding immediately prior to such issue or sale multiplied by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stockthe then existing Warrant Price, then, following the record date fixed for the determination of holders of Common Stock entitled and (B) an amount equal to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain "consideration actually received" by the sameCompany upon such issue or sale, but by
(ii) the sum of the number of shares of Common Stock Outstanding immediately after such issue or sale. For purposes of this subsection (a):
(A) In the case of an issue or sale for cash of shares of Common Stock, the "consideration actually received" by the Company therefor shall be deemed to be the amount of cash received, before deducting therefrom any commissions or expenses paid by the Company.
(B) In case of the issuance (other than upon conversion or exchange of obligations or shares of stock of the Company) of additional shares of Common Stock for a consideration other than cash or a consideration partly other than cash, the amount of the consideration other than cash received by the Company for such shares shall be deemed to be the fair market value of such consideration as determined in good faith by the Company's Board of Directors.
(C) In case of the issuance by the Company in any manner of any Options, all shares of Common Stock or Convertible Securities to which the holders of such Options shall be entitled to subscribe for or purchase pursuant to such Options shall be deemed issued as of the date of the offering of such Options, and the minimum aggregate consideration named in such Options for the shares of Common Stock or Convertible Securities covered thereby, plus the consideration, if any, received by the Company for such Options, shall be deemed to be the "consideration actually received" by the Company (as of the date of the granting of such Options) for the issuance of such Options.
(D) In case of the issuance or issuances by the Company in any manner of any Convertible Securities, all shares of Common Stock issuable upon the exercise hereof conversion or exchange of such Convertible Securities shall be increased deemed issued as of the date such Convertible Securities are issued, and the amount of the "consideration
(E) The amount of the "consideration actually received" by the Company upon the issuance of any Options referred to in proportion subparagraph (C) above or upon the issuance of any Convertible Securities as described in subparagraph (D) above, and the amount of the consideration, if any, other than such Convertible Securities, receivable by the Company upon the exercise, conversion or exchange thereof shall be determined in the same manner provided in subparagraphs (A) and (B) above with respect to the consideration received by the Company in case of the issuance of additional shares of Common Stock; provided, however, that if such increase Convertible Securities are issued in outstanding sharespayment or satisfaction of any dividend upon any stock of the Company other than Common Stock, the amount of the "consideration actually received" by the Company upon the original issuance of such Convertible Securities shall be deemed to be the value of such obligations or shares of stock, as of the date of the adoption of the resolution declaring such dividend, as determined by the Company's Board of Directors at or as of that date.
(iiF) IfOn the expiration of any Options referred to in subparagraph (C), at or the termination of any time during the Term right of this Warrantconversion with respect to Convertible Securities referred to in subparagraph (D), or any damage in the number of shares of Common Stock outstanding is decreased by a combination deliverable upon exercise of such Options or upon conversion of or exchange of such Convertible Securities, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustments made upon the issuance of such Options or Convertible Securities been made upon the basis of the outstanding shares delivery of Common Stock, then, following only the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the adjusted number of shares of Common Stock issuable actually delivered or to be delivered upon the exercise hereof shall be decreased in proportion to of such decrease in outstanding sharesOptions or upon the conversion or exchange of such Convertible Securities.
(iiiG) All calculations under this Section 6 shall be made Anything herein to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6contrary notwithstanding, the Company shall prepare a statement showing the facts requiring such not be required to make any adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required Exercise Price in the case of issuances of any shares of Common Stock or any Options or any Convertible Securities to be mailed under officers, directors, employees or consultants of the provisions of subsection (vi) of this Section 6.
(v) Adjustments made Company and its subsidiaries pursuant to clauses (i) and (ii) above shall be made stock options or stock purchase plans or agreements, whether "qualified" for tax purposes or not, issued on or after the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distributionGrant Date.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the amount of cash, stock, securities, evidences of indebtedness, assets, options or to the nearest whole sharerights, as the case may be, so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 10 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 10 business day period). The closing price for each day shall be the last reported sales price or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in this Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) 6.1 If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) 6.2 If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
6.3 In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (iiiother than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) All calculations under or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of B-2 33 indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price.
6.5 For the purpose of any computation pursuant to this Section 6 6, the Current Market Price at any date of one share of Common Stock shall be made deemed to be (a) if the nearest cent Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market, the Current Market Price of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the nearest whole sharesuch date, as reported in the case may beWall Street Journal or such other source as the Board of Directors deems reliable; (b) if the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq National Market) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Current Market Price of a share of Common Stock shall be the mean between the bid and asked prices for the Common Stock on the last market trading day prior to such date, as reported in the Wall Street Journal or such other source as the Board of Directors deems reliable; or (c) in the absence of an established market for the Common Stock, the Current Market Price shall be determined in good faith by the Board of Directors.
(iv) 6.6 Whenever the Warrant Price shall be adjusted as provided in Section 66.5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) 6.8 of this Section 6.
(v) . 6.7 Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Sources: Purchase Agreement (Dental Medical Diagnostic Systems Inc)
Adjustment of Warrant Price. The Warrant Price and the securities purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this WarrantWarrant but after a calculation of Warrant Stock, the number of shares of Common Stock of the Company outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Warrant Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions provision of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder holder a due bill or other appropriate instrument evidencing such Holderholder's right ▇▇▇▇t to receive such additional shares upon the occurrence of the event requiring such adjustment.
(iii) The sale or other disposition of any Warrant Stock theretofore held in the treasury of the Company shall be deemed to be an issuance thereof.
Appears in 1 contract
Adjustment of Warrant Price. 5.1 The Warrant Price shall be subject to adjustment from time to time as follows:
(ia) If, at any time during the Term of this WarrantTerm, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(iib) If, at any time during the Term of this WarrantTerm, the number of shares of Common Stock outstanding is decreased by a combination or other split or the split of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall be appropriately increase increased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiic) In case, at any time during the Term, there is a distribution to the holders of Common Stock by way of a dividend (whether in the ordinary course or otherwise) or other distribution of any of the property or assets (including cash) of the Company, the Warrant Price shall be adjusted immediately after the record date for such distribution or dividend by deducting from the current Warrant Price then in effect on such record date the amount per share of the dividend or the other distribution to be paid if payable in cash, or the fair market value (as determined in good faith by the directors of the Company, whose determination shall be conclusive in the absence in manifest error) per share of any property or other assets to be distributed to holders of Common Stock. To the extent that such distribution or dividend is not made or paid, as the case may be, the Warrant Price shall be readjusted to the Warrant Price which was in effect prior to such record date.
(d) All calculations under this Section 6 5 shall be made to the nearest cent.
5.2 (a) No adjustment to the Warrant Price (including the related adjustment to the number of Warrant Shares) shall be required hereunder unless such adjustment, together with other adjustments carried forward as provided below, would result in an increase or decrease of at least two percent (2%) of the Warrant Price; provided that any adjustments which by reason of this Section 5.2 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest one cent or to the nearest whole share, as the case may be.
(ivb) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Sources: Warrant Agreement (Crown Books Corp)
Adjustment of Warrant Price. The Warrant Price shall be subject --------------------------- to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iiiiv) All calculations under this Section 6 The Current Market Price at any date of one share of Common Stock shall be made deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the third business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the nearest cent average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the nearest whole shareperiod required hereunder, as the case may beCurrent Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(ivv) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvi) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vivii) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock Common Stock of the Company.
(viiviii) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price specified in Section 2.01 hereof shall be subject to adjustment from time to time as follows:
(a) In case the Company shall (i) Ifpay a dividend on Common Stock in Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, the Warrant Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Warrant Price will bear the same relation to the Warrant Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after any such event. An adjustment made pursuant to this Section 3.01(a) shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination.
(b) Subject to Section 3.09 hereof, in case the Company shall issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at any time during a price per share less than the Term current Warrant Price at the record date mentioned below, the Warrant Price shall be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, of this Warrant, which the numerator shall be the number of shares of Common Stock outstanding is increased by a stock dividend payable in on the record date mentioned below plus the number of additional shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that which the aggregate Warrant Price shall remain offering price of the same, but the total number of shares of Common Stock issuable upon so offered would purchase at such current Warrant Price, and of which the exercise hereof denominator shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the on such record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but plus the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent offered for subscription or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such purchase. Such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following immediately after the record date for the determination of stockholders entitled to receive such dividend, subdivision, split-up, combination rights or distributionwarrants.
(vic) In the event case the Company shall propose distribute to take any action all holders of the types described in clauses its Common Stock shares of its capital stock (iother than Common Stock), evidences of its indebtedness or assets (excluding ordinary cash dividends) or rights or warrants to subscribe or purchase such shares, evidences of indebtedness or assets (iiexcluding those referred to in Section 3.01(b) above), then in each such case the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company numerator shall give to be the holders total number of capital stock outstanding shares of Common Stock multiplied by the Warrant Price on the record date mentioned below, less the fair market value (as determined by the Board of Directors of the Company.
(vii) In any case in which the provisions of this Section 6 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.the
Appears in 1 contract
Sources: Warrant Agreement (Gliatech Inc)
Adjustment of Warrant Price. The SECTION 3.01. In case the Company at any time or from time to time shall issue or sell Additional Shares of Common Stock for consideration less than the Warrant Price then in effect, then in each case the Warrant Price shall be subject to adjustment from time to time as follows:
adjusted, concurrently with such issue or sale (i) If, at any time during or immediately after the Term close of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following business on the record date fixed for the determination of holders of Common Stock a class of securities entitled to receive such stock dividendOptions or Convertible Securities which are deemed to be Additional Shares, subdivision or split-uppursuant to Section 3.02 hereof, to a price (the "Adjusted Warrant Price") calculated to the nearest cent by multiplying the Warrant Price then in effect for such Period by a fraction:
1. the numerator of which shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number sum of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased immediately prior to such issuance or sale (or at the close of business on such record date) multiplied by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that then in effect plus (ii) the aggregate Warrant Price consideration received by the Company upon such issuance or sale; and
2. the denominator of which shall remain the same, but be the number of shares of Common Stock outstanding immediately after such issuance or sale (or at the close of business on such record date) multiplied by the Warrant Price then in effect; PROVIDED, that no Warrant Price shall be so reduced at such time if the amount of any such reduction would be an amount less than $.05, but any such amount shall be carried forward and made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.05 or more; and PROVIDED FURTHER, that for the purposes of this Section 3.01, (a) immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 3.01 hereof, such Additional Shares shall be deemed to be outstanding, and (b) treasury shares shall not be deemed to be outstanding.
SECTION 3.02. In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options, or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise hereof of such Options or, in the case of Options for Convertible Securities, the conversion or exchange of such Convertible Securities, shall be decreased deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption, or, in proportion case such a record date shall have been fixed, as of the close of business on such record date; PROVIDED that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.03 hereof) of such shares would be less than the Warrant Price in effect on the Business Day immediately prior to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent issue, sale, grant or to the nearest whole shareassumption or on such record date, as the case may be; and PROVIDED FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:
1. Upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities with respect thereto which shall not have been exercised, the Warrant Price or Prices computed upon the original issue, sale, grant or assumption thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:
a. in the case of Options for Common Stock, the only Additional Shares of Common Stock issued or sold were the shares of Common Stock, if any, actually issued or sold upon the exercise of such Options and the consideration received therefor was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised; and
b. in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise thereof were issued at the time of the issue, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was the consideration actually received by the Company for the issue, sale, grant or assumption of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (pursuant to Section 3.03 hereof) upon the issue or sale of the Convertible Securities with respect to which such Options were actually exercised; and
2. No readjustment pursuant to clause (1) above shall have the effect of increasing any Warrant Price by an amount in excess of the amount, if any, by which the Warrant Price was previously reduced as a result of the issue, sale, grant or assumption of such Options or Convertible Securities with respect thereto.
SECTION 3.03. For the purposes of this Article III, the consideration received by the Company for the issue or sale of any Additional Shares of Common Stock shall be computed as follows:
1. Such consideration shall:
a. insofar as it consists of cash, be computed at the net amount of cash received by the Company, excluding amounts paid or payable for accrued interest but before deducting all expenses paid or incurred by the Company and all commissions and compensations paid and concessions and discounts allowed to underwriters, dealers or others performing similar services in connection with such issue; and
b. insofar as it consists of property (ivincluding Securities) Whenever other than cash, be computed at the fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and
c. in any case in which Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, by the proportion of such consideration so received, computed as provided in clauses (a) and (b) above, as determined in good faith by the Board of Directors of the Company.
2. The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.02 hereof, relating to Options and Convertible Securities with respect thereto, shall be determined by dividing:
a. the total amount, if any, received or receivable by the Company as consideration for the issue, sale, grant or assumption of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon exercise of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by
b. the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.
SECTION 3.04. In case the Company shall at any time declare or pay any dividend on the Common Stock payable in Common Stock, the Warrant Price shall be proportionately adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following after the record date for the determination dividend or subdivision. In case of stockholders any capital reorganization or any reclassification of the Common Stock of the Company, the Warrant Holder, on exercise of this Warrant, shall be entitled to receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon exercise of this Warrant immediately prior to such dividendevent would have been entitled, subdivisionand, split-upin any such case, combination appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Warrant Holder, to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the Warrant Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or distributionother property thereafter deliverable upon the exercise of this Warrant.
SECTION 3.05. In case any Other Securities shall be issued or sold on or prior to the Expiration Date, or shall become subject to issue or sale upon the conversion or exchange of any capital stock (vior Other Securities) In the event of the Company (or any issuer of Other Securities or any other person referred to in Section 3.07 hereof, or to subscription, purchase or other acquisition pursuant to any Options issued or granted by the Company (or any such other issuer or person) for a consideration such as to dilute the purchase rights granted by this Warrant, the computations, adjustments and readjustments provided for in this Article III with respect to the Warrant Price shall propose be made as nearly as possible in the manner so provided and applied to take any action determine the amount of Other Securities from time to time receivable upon the exercise of the types described Warrants and the purchase price thereof, so as to protect the holders of the Warrants against the effect of such dilution. If, in clauses any case, the foregoing terms and conditions are for any reason not specifically applicable to any stated facts which shall arise, the Warrant Price shall be determined by the Board of Directors of the Company in its discretion so as to carry out as nearly as practicable the principle in this Article III and any such determination by the Board of Directors shall be binding for all purposes on the Warrant Holder.
SECTION 3.06. In case the outstanding shares of Common Stock shall be (i) combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, or (ii) subdivided, by reclassification or otherwise, into a greater number of this Section 6shares of Common Stock, the Company shall forward, at the same time and Warrant Price in the same manner, effect immediately prior to the Holder effectiveness of such combination or consolidation shall be proportionately increased and the Warrant Price in effect immediately prior to the effectiveness of such subdivision shall be proportionately decreased. The number of Warrant Shares purchasable by exercise of this Warrant such notice, if any, which the Company shall give to the holders of capital stock upon an adjustment of the Company.
(vii) In any case in which Warrant Price as a result of the application of the provisions of this Section 6 3.06 shall require be determined by multiplying the number of shares of Common Stock which would otherwise (but for the provisions of this Section 3.06) be issuable upon such exercise immediately prior to such adjustment, by a fraction of which (i) the numerator is the Warrant Price in effect immediately prior to such adjustment and (ii) the denominator is the Warrant Price so adjusted.
SECTION 3.07. In case the Company, prior the Expiration Date, shall consolidate with or merge into any other person (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of Common Stock), or shall transfer all or substantially all of its properties and assets to any other person and, in connection with such transfer, shares of stock or other securities or property of such person or any other person shall be issuable or deliverable in exchange for the Common Stock of the Company, or shall effect a capital reorganization or reclassification of the Common Stock of the Company, then, and in each such case, proper provision shall be made so that, on the terms and in the manner provided in this Article III, the Warrant Holder, upon the exercise hereof at any time after the consummation of such consolidation, merger, transfer and exchange, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation, the stock and other securities and property to which the Warrant Holder would have been entitled upon such consummation if the Warrant Holder had so exercised this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in this Article III.
SECTION 3.08. If, prior to the Expiration Date, there should be (1) a taking of record by the Company of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend payable out of surplus at the same rate as that of the last cash dividend theretofore paid and other than a dividend on the Common Stock payable in Common Stock) or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or (2) any capital reorganization or reclassification of the Common Stock of the Company or any transfer of all or substantially all the assets of the Company to, or consolidation with or merger of the Company with or into, any other person, or (3) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then and in each such event the Company shall mail to the Warrant Holder at the same time notice is sent to stockholders generally, but in no event later than 10 days prior to the date thereof, a notice specifying (a) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, and (b) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up; PROVIDED, HOWEVER, that if the Warrant Holder exercises this Warrant after receipt of the aforementioned notice in anticipation of an adjustment event specified in either clause (1), (2) or (3) of this Section 3.08 and subsequent to such exercise the contemplated action is not consummated, such holder shall become effective immediately after a record have the right and option to rescind such exercise by notifying the Company within 10 Business Days subsequent to the date for an eventon which such action was anticipated to be taken and returning any shares of Common Stock issued in connection with such exercise to the Company. In the event that the Warrant Holder elects such right of rescission, the Company may defer until shall, upon receipt of the occurrence shares of Common Stock (or Other Securities) issued upon exercise, return such event issuing holder's Warrant and such Warrant shall be deemed not to have been exercised.
SECTION 3.09. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid observance or performance of any of the Holder terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrant Holder against dilution. Without limiting the generality of the foregoing, the Company (1) will not permit the par value of any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable receivable upon the exercise of the Warrants to exceed the amount payable therefor upon such exercise by reason of exercise, (2) will use its best efforts to take all such action as may be necessary or appropriate in order that the adjustment required by such event over Company may validly and above the legally issue fully paid and non-assessable shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence exercise of the event requiring such adjustment.all Warrants from time to time outstand
Appears in 1 contract
Adjustment of Warrant Price. The Warrant Price shall be subject to --------------------------- adjustment from time to time as follows:
(i) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under In case, at any time during the Term of this Section 6 Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be made determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the nearest cent difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or to rights so distributed in respect of one share of Common Stock, and of which the nearest whole share, as the case may bedenominator shall be such Current Market Price.
(ivv) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 10 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).
(vi) Whenever the Warrant Price shall be adjusted as provided in Section 65, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (viviii) of this Section 65.
(vvii) Adjustments made pursuant to clauses (i), (ii) and (iiiii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(viviii) In the event the Company shall propose to take any action of the types described in clauses (i) ), (ii), or (iiiii) of this Section 65, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(viiix) In any case in which the provisions of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill ▇▇▇▇ or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Keravision Inc /Ca/)
Adjustment of Warrant Price. The Warrant Price and the securities purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as follows:
(i) If, at any time during the Term of this WarrantWarrant but after a calculation of Warrant Stock, the number of shares of Common Stock of the Company outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Warrant Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares.
(ii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the aggregate Warrant Price shall remain the same, but the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) All calculations under this Section 6 shall be made to the nearest cent or to the nearest whole share, as the case may be.
(iv) Whenever the Warrant Price shall be adjusted as provided in Section 6, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (vi) of this Section 6.
(v) Adjustments made pursuant to clauses (i) and (ii) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(vi) In the event the Company shall propose to take any action of the types described in clauses (i) or (ii) of this Section 6, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company.
(vii) In any case in which the provisions provision of this Section 6 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder holder a due bill or other appropriate instrument evidencing such Holderholder's right r▇▇▇▇ to receive such additional shares upon the occurrence of the event requiring such adjustment.
(iii) The sale or other disposition of any Warrant Stock theretofore held in the treasury of the Company shall be deemed to be an issuance thereof.
Appears in 1 contract
Sources: Software License and Distributorship Agreement (TurboWorx, Inc.)