Common use of Adjustment of Warrant Shares Clause in Contracts

Adjustment of Warrant Shares. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case the Corporation shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding Shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its Shares of Common Stock other securities of the Corporation (including any such reclassification in connection with a consolidation or merger in which the Corporation is the surviving entity), the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (c) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issued.

Appears in 3 contracts

Sources: Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)

Adjustment of Warrant Shares. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case the Corporation shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding Shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its Shares of Common Stock other securities of the Corporation (including any such reclassification in connection with a consolidation or merger in which the Corporation is the surviving entity), the number Number of Warrant Shares purchasable upon exercise of this Warrant shall may be adjusted so that from time to time as set forth below. a. If the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive after the happening of Company at any of the events described above, had this Warrant been exercised immediately prior time pays to the happening holders of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record dateits Common Stock a dividend in Common Stock, if any, for such event. (b) Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable issuable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior proportionally increased, effective at the close of business on the record date for determination of the holders of the Common Stock entitled to such adjustment by the dividend. b. If the Company at any time subdivides or combines in a fractionlarger or smaller number of shares its outstanding shares of Common Stock, then the numerator number of which shares of Common Stock issuable upon the exercise of this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, effective in either case at the close of business on the date that the subdivision or combination becomes effective. c. In case of any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company into, any other entity, any merger of any entity into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), any sales or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property, then provisions shall be made such that the holders of this Warrant shall have the right thereafter, during the period that this Warrant shall be exercisable, to exercise this Warrant and receive the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by holders of the Company's Common Stock. In addition to the adjustments provided for above to the number of Warrant Shares purchasable hereunder upon the exercise of the Warrant immediately prior in certain circumstances, the Company may, in its sole discretion, provide for further adjustments to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (c) Irrespective of any adjustments hereunder and/or the Exercise Price thereof based on additional or other facts and circumstances where the Company determines that such an adjustment would be fair and equitable to the holders of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issuedWarrants.

Appears in 2 contracts

Sources: Guarantee Agreement (Watermarc Food Management Co), Consulting Agreement (Watermarc Food Management Co)

Adjustment of Warrant Shares. The number Number of Warrant Shares shares purchasable upon the exercise of this Warrant and the Exercise Price shall may be subject adjusted from time to adjustment time as follows:set forth below. (a) In case If the Corporation shall (i) pay Company at any time pays to the holders of its Common Stock a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding Shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its Shares of Common Stock other securities of the Corporation (including any such reclassification in connection with a consolidation or merger in which the Corporation is the surviving entity), the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable issuable upon the exercise of this Warrant shall be adjusted proportionally increased, effective at the close of business on the record date for determination of the holders of the Common Stock entitled to the dividend. (b) If the Company at any time subdivides or combines in a larger or smaller number of shares its outstanding shares of Common Stock, then the number of shares of Common Stock issuable upon the exercise of this Warrant shall be proportionally increased in the case of a subdivision and decreased in the case of combination, effective in either case at the close of business on the date that the subdivision or combination becomes effective. (c) In case of any reclassification of the Common Stock, any consolidation of the Company with, or merger of the Company into, any other entity, any merger of any entity into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), any sales or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property, then provisions shall be made such that the holders of this Warrant shall have the right thereafter, during the period that this Warrant shall be exercisable, to exercise this Warrant and receive the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by multiplying such Exercise Price a holder of the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment by a fractionreclassification, consolidation, merger, sale, transfer or share exchange. In addition to the numerator of which shall be adjustments provided for above to the number of Warrant Shares purchasable hereunder upon the exercise of the Warrant immediately prior in certain circumstances, the Company may, in its sole discretion, provide for further adjustments to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. (c) Irrespective of any adjustments hereunder and/or the Exercise Price thereof based on additional or other facts and circumstances where the Company determines that such an adjustment would be fair and equitable to the holders of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issuedWarrants.

Appears in 2 contracts

Sources: Warrant Agreement (Watermarc Food Management Co), Warrant Agreement (Bombaywala Ghulam M)

Adjustment of Warrant Shares. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case 4.1 If at any time the Corporation shall (i) pay take a dividend in shares record of the shareholders of Common Stock for the purpose of entitling them to receive a dividend payable in, or make a other distribution in of, additional shares of Common Stock, (ii) subdivide its the outstanding Sharesshares of Common Stock into a larger number of shares of Common Stock, or (iii) combine its the outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue Stock, then the Exercise Price shall be adjusted to equal the product of the Exercise Price in effect immediately prior to the event giving rise to the adjustment multiplied by reclassification a fraction the numerator of its Shares which is equal to the number of shares of Common Stock other securities outstanding immediately prior to the event giving rise to the adjustment and the denominator of which is equal to the number of shares of Common Stock outstanding immediately after such event upon any such adjustment of the Exercise Price, the holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. No adjustment in the Exercise Price shall be required to be made unless such adjustment would require an increase or decrease of at least $0.10, provided, however, that any adjustments which by reason of this section are not required to be made shall be carried forward and taken into account in any subsequent adjustment. 4.2 Anything contained herein to the contrary notwithstanding, in case, at any time after the date hereof, of any capital reorganization or any reclassification of the stock of the Corporation (including any such reclassification other than a change in connection 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 (other than a consolidation or merger in which the Corporation is the surviving entitycontinuing corporation and which does not result in any change in the Common Stock), or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation), or the sale or disposition of all or substantially all of the properties and assets of the Corporation to another corporation, in which holders of Common Stock shall be entitled to receive cash, stock, securities or other property with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, exchange, sale or other disposition, the Corporation or the successor or purchaser, as the case may be, shall make lawful and adequate provision so that this Warrant shall thereafter be exercisable for, and upon exercise the holder hereof shall be entitled to receive, the amount and kind of cash, stock, securities or other property which the holder of the number of Warrant Shares purchasable shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation, merger, exchange, sale or other disposition) upon exercise of this Warrant shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the happening upon or as a result of such event reorganization, reclassification, consolidation, merger, sale or any record date with respect theretoother disposition. Any adjustment made pursuant The provisions of this Section 4.2 shall similarly apply to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record datesuccessive reorganizations, if anyreclassification, for such eventconsolidations, mergers, exchanges, sales or other dispositions. (b) 4.3 Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted as provided in Section 4.1 above, the Corporation shall forthwith file, at the office of the transfer agent for the Common Stock or at such other place as may be designated by multiplying such Exercise Price immediately prior to the Corporation, a statement, signed by its chief financial officer, showing in reasonable detail the facts requiring such adjustment by a fraction, the numerator of which shall be and the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to that shall be in effect after such adjustment. Upon request by 6 the holder of this Warrant, and the denominator Corporation shall also cause a copy of which such statement to be sent by first-class, certified mail, return receipt requested, postage prepaid, to the holder of this Warrant at such holder's address appearing on the Corporation's records, and, if not so previously mailed, shall be provide a copy of such statement to the number holder hereof at the time of Warrant Shares purchasable immediately thereafterexercise. (c) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issued.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Ziasun Technologies Inc)

Adjustment of Warrant Shares. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows: (a) In case 4.1 If at any time the Corporation shall (i) pay take a dividend in shares record of the shareholders of Common Stock for the purpose of entitling them to receive a dividend payable in, or make a other distribution in of, additional shares of Common Stock, (ii) subdivide its the outstanding Sharesshares of Common Stock into a larger number of shares of Common Stock, or (iii) combine its the outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue Stock, then the Exercise Price shall be adjusted to equal the product of the Exercise Price in effect immediately prior to the event giving rise to the adjustment multiplied by reclassification a fraction the numerator of its Shares which is equal to the number of shares of Common Stock other securities outstanding immediately prior to the event giving rise to the adjustment and the denominator of which is equal to the number of shares of Common Stock outstanding immediately after such event upon any such adjustment of the Exercise Price, the holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. No adjustment in the Exercise Price shall be required to be made unless such adjustment would require an increase or decrease of at least $0.10, provided, however, that any adjustments which by reason of this section are not required to be made shall be carried forward and taken into account in any subsequent adjustment. 4.2 Anything contained herein to the contrary notwithstanding, in case, at any time after the date hereof, of any capital reorganization or any reclassification of the stock of the Corporation (including any such reclassification other than a change in connection 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 (other than a consolidation or merger in which the Corporation is the surviving entitycontinuing corporation and which does not result in any change in the Common Stock), or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation), or the sale or disposition of all or substantially all of the properties and assets of the Corporation to another corporation, in which holders of Common Stock shall be entitled to receive cash, stock, securities or other property with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, exchange, sale or other disposition, the Corporation or the successor or purchaser, as the case may be, shall make lawful and adequate provision so that this Warrant shall thereafter be exercisable for, and upon exercise the holder hereof shall be entitled to receive, the amount and kind of cash, stock, securities or other property which the holder of the number of Warrant Shares purchasable shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation, merger, exchange, sale or other disposition) upon exercise of this Warrant shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Corporation which it would have owned or have been entitled to receive after the happening of any of the events described above, had this Warrant been exercised immediately prior to the happening upon or as a result of such event reorganization, reclassification, consolidation, merger, sale or any record date with respect theretoother disposition. Any adjustment made pursuant The provisions of this Section 4.2 shall similarly apply to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record datesuccessive reorganizations, if anyreclassification, for such eventconsolidations, mergers, exchanges, sales or other dispositions. (b) 4.3 Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted as provided in Section 4.1 above, the Corporation shall forthwith file, at the office of the transfer agent for the Common Stock or at such other place as may be designated by multiplying such Exercise Price immediately prior to the Corporation, a statement, signed by its chief financial officer, showing in reasonable detail the facts requiring such adjustment by a fraction, the numerator of which shall be and the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to that shall be in effect after such adjustment. Upon request by the holder of this Warrant, and the denominator Corporation shall also cause a copy of which such statement to be sent by first-class, certified mail, return receipt requested, postage prepaid, to the holder of this Warrant at such holder's address appearing on the Corporation's records, and, if not so previously mailed, shall be provide a copy of such statement to the number holder hereof at the time of Warrant Shares purchasable immediately thereafterexercise. (c) Irrespective of any adjustments of the number or kind of securities issuable upon exercise of Warrants or the Exercise Price, Warrants theretofore issued may continue to express the same number of Shares and Exercise Price as are stated in similar Warrants previously issued.

Appears in 1 contract

Sources: Common Stock Purchase Warrant (Gk Intelligent Systems Inc)