Adjustments for Dividends in Stock or Other Securities or Property. (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant; (ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the Holder of record of the security receivable upon exercise of this Warrant on the date thereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all appropriate adjustments provided by this Section 10.
Appears in 4 contracts
Sources: Warrant Agreement (Earth Biofuels Inc), Warrant Agreement (Earth Biofuels Inc), Warrant Agreement (Earth Biofuels Inc)
Adjustments for Dividends in Stock or Other Securities or Property. (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of Common Stock shall have received, or, on or after any class of securities as to which purchase rights under this Warrant exist at the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property property, including cash, (other than cashthe regular dividend pursuant to Section 1.2 of the Certificate at a rate of 8% per annum in accordance with the Certificate as in effect on the date hereof (the “Regular 8% Dividend”) or any Common Stock issued in lieu of cash in respect of the Regular 8% Dividend in accordance with the Certificate as in effect on the date hereof (the Regular 8% Dividend and any such Common Stock issued in lieu of the Regular 8% Dividend, herein called the “Excluded Dividend”)) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security such class of securities receivable upon exercise of this Warrant, and without payment of any additional consideration consideration, therefor, the amount of such other or additional stock or other securities or property (other than cashthe Excluded Dividend) of the Company which that such holder would hold on the date of such exercise had it been the Holder holder of record of the class of security receivable upon exercise of this Warrant on the date thereof hereof and had thereafter, thereafter during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by to it as aforesaid during such said period, giving effect to all appropriate adjustments provided called for during such period by the provisions of this Section 104 (and unless and until such other additional stock or other securities or property are paid to the holder of this Warrant upon such exercise, the Company shall not pay any dividends or make any other distributions with respect to any shares of any of its capital stock).
Appears in 3 contracts
Sources: Warrant Agreement (Bluestem Brands, Inc.), Warrant Agreement (Bluestem Brands, Inc.), Warrant Agreement (Bluestem Brands, Inc.)
Adjustments for Dividends in Stock or Other Securities or Property. (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the Holder of record of the security receivable upon exercise of this Warrant on the date thereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all appropriate adjustments provided by this Section 10.
Appears in 2 contracts
Sources: Warrant Agreement (Earth Biofuels Inc), Warrant Agreement (Earth Biofuels Inc)
Adjustments for Dividends in Stock or Other Securities or Property. (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of Common Stock shall have received, or, on or after the record date fixed for securities as to which purchase rights under this Warrant exist at the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividenddividend (other than the 7% per annum dividend which accrues on the Series C Preferred Stock pursuant to the terms set forth in the Company's Amended and Restated Articles of Incorporation), then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which that such holder would hold on the date of such exercise had it been the Holder holder of record of the security receivable upon exercise of this Warrant on the date thereof hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by to it as aforesaid during such period, giving effect to all appropriate adjustments provided called for during such period by the provisions of this Section 108.
Appears in 2 contracts
Sources: Warrant Agreement (Primis Inc), Warrant Agreement (Primis Inc)
Adjustments for Dividends in Stock or Other Securities or Property. If the holders of the Class A Common Stock (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled other securities as to receive, without payment therefor, cash of the Company by way of dividend, which purchase rights under this Agreement then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(iiexist) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property of ListCo (other than including cash) of the Company by way of dividend, then and in each case, this Warrant Agreement shall represent the right to acquire, in addition to the number of shares of the security Class A Common Stock receivable upon exercise of this Warrantthe Call Option, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property of ListCo (other than including cash) of the Company which that such holder would hold on the date of such exercise had it been the Holder holder of record of the Class A Common Stock (or other security receivable upon exercise of this Warrant the Call Option) on the date thereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all appropriate adjustments provided called for during such period by the provisions of this Section 101.7. For the avoidance of doubt, any such other or additional stock or other securities or property of ListCo (including cash) to be delivered by the Company upon exercise of the Call Option shall be delivered in kind and shall not otherwise affect the Exercise Price of such Call Option or otherwise obligate the Company to deliver any additional Class A Common Stock (other than that actually received by way of dividend on such Class A Common Stock).
Appears in 2 contracts
Sources: Option Agreement (Horizon Fuel Cell Technologies Pte LTD), Option Agreement (Horizon Fuel Cell Technologies Pte LTD)
Adjustments for Dividends in Stock or Other Securities or Property. (i) If while this Warrant, or any portion hereof, remains outstanding and unexpired, unexpired the holders of Common Stock the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock shall have received, or, on or after the record date fixed for the determination of eligible stockholdersStockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the Holder holder of record of the security receivable upon exercise of this Warrant on the date thereof hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all appropriate adjustments provided called for during such period by the provisions of this Section 1011. Any adjustment under this Section 11.3 shall become effective at the close of business on the date the dividend becomes effective.
Appears in 1 contract
Adjustments for Dividends in Stock or Other Securities or Property. (i) If at any time while this Warrant, Warrant or any portion hereof, hereof remains outstanding and unexpired, unexpired the holders of Common Stock shall have received, or, on or after the record date fixed for securities as to which purchase rights under this Warrant exist at the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, cash of the Company by way of dividend, then and in each case, the Warrant Exercise Price shall be reduced by adding the amount of cash of the Company which such holder would have received had it been the Holder of record of the security on the date such dividend was paid to the numerator used to calculate the Warrant Exercise Price as set forth in Section 2 of this Warrant;
(ii) If while this Warrant, or any portion hereof, remains outstanding and unexpired, holders of Common Stock time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which that such holder would hold on the date of such exercise had it been the Holder holder of record of the security receivable upon exercise of this Warrant on the date thereof hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all appropriate adjustments provided called for during such period by the provisions of this Section 1011. Notwithstanding the foregoing, the Company agrees that it shall not make or authorize any cash dividend or other distribution of property (other than securities) on its capital stock to any holders thereof unless the Warrant is or is made to become exercisable at such date and shall remain exercisable from such date until the 10th anniversary of the Warrant Issue Date.
Appears in 1 contract
Sources: Wind Up Agreement (Oakhurst Co Inc)