Adjustments of Exercise Price and Number of Securities. (i) In case the Company shall at any time after the date the Warrant is first issued (A) declare a dividend on any class of the outstanding capital stock of the Company (the "Capital Stock") payable in shares of its Capital Stock, (B) subdivide any class of the outstanding Capital Stock, or (C) combine any class of the outstanding Capital Stock into a smaller number of shares, but only if such combination is effective after such time as, were an exercise of the Warrant to take place, in whole or in part, then, in each case, the Exercise Price, and the number of Warrant Shares issuable upon exercise of the Warrant, in effect at the time of the record date for such dividend or of the effective date of such subdivision, or combination, shall be proportionately adjusted so that the holder after such time shall be entitled to receive the aggregate number and kind of shares for such consideration which, if such Warrant had been exercised immediately prior to such time at the then-current Exercise Price, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, or combination. Such adjustment shall be made successively whenever any event listed above shall occur. (ii) No adjustment in the Exercise Price shall be required if such adjustment is less than $.05; provided, however, that any adjustments which by reason of this Section 9(a)(ii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 9(a) shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (iii) Whenever there shall be an adjustment as provided in this Section 9(a), the Company shall promptly cause written notice thereof to be sent by certified mail, postage prepaid, to the Warrant Agent and the holders, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (iv) The Company shall not be required to issue fractions of shares of Common Stock of the Company upon the exercise of the Warrant. If any fraction of a share would be issuable on the exercise of the Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the current market price of such share of Common Stock on the date of exercise of the Warrant. (i) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) provide the registered holder with an executed agreement stating that the holder shall have the right thereafter to receive upon exercise of the Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which the Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 9(a). (ii) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of the Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the registered holder shall have the right thereafter to receive upon exercise of the Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which the Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 9(a). (iii) The above provisions of this Section 9(b) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances. (c) Notwithstanding anything herein to the contrary, no adjustment of the Exercise Price shall be made: (i) Upon the issuance or sale of the Placement Agent Warrants, the shares of Common Stock or Warrants issuable upon the exercise of the Placement Agent Warrants or the shares of Common Stock issuable upon exercise of the Warrants underlying the Placement Agent Warrants; or (ii) Upon the issuance or sale of (A) the shares of Common Stock or Warrants issued by the Company in the Offering, or (B) the shares of Common Stock (or other securities) issuable upon exercise of Warrants; or (iii) Upon (A) the issuance of options pursuant to the Company's incentive stock option plan in effect on the date hereof or as hereafter amended in accordance with the terms thereof or any other employee or executive stock option plan approved by the stockholders of the Company or the sale by the Company of any shares of Common Stock pursuant to the exercise of any such options, or (B) the sale by the Company of any shares of Common Stock pursuant to the exercise of any options or warrants issued and outstanding on the date hereof. (d) In case of the dissolution, liquidation or winding-up of the Company, all rights under the Warrants and the Placement Agent Warrants shall terminate on a date fixed by the Company, such date to be no earlier than ten (10) days prior to the effectiveness of such dissolution, liquidation or winding-up and not later than five (5) days prior to such effectiveness. Notice of such termination of purchase rights shall be given to each registered holder of the Warrants, as the same shall appear on the books of the Company maintained by the Warrant Agent, by registered mail at least thirty (30) days prior to such termination date.
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Adjustments of Exercise Price and Number of Securities. (i) In case the Company shall at any time after the date the Warrant is first issued (Ai) declare a dividend on any class of the outstanding capital stock of the Company (the "Capital Stock") payable in shares of its Capital Stock, (Bii) subdivide any class of the outstanding Capital Stock, or (Ciii) combine any class of the outstanding Capital Stock into a smaller number of shares, but only if such combination is effective after such time as, were an exercise of the Warrant to take place, in whole or in part, then, in each case, the Exercise Price, and the number of Warrant Shares issuable upon exercise of the Warrant, in effect at the time of the record date for such dividend or of the effective date of such subdivision, or combination, shall be proportionately adjusted so that the holder after such time shall be entitled to receive the aggregate number and kind of shares for such consideration which, if such Warrant had been exercised immediately prior to such time at the then-current Exercise Price, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, or combination. Such adjustment shall be made successively whenever any event listed above shall occur.
(ii) No adjustment in the Exercise Price shall be required if such adjustment is less than $.05; provided, however, that any adjustments which by reason of this Section 9(a)(ii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 9(a) shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be.
(iii) Whenever there shall be an adjustment as provided in this Section 9(a), the Company shall promptly cause written notice thereof to be sent by certified mail, postage prepaid, to the Warrant Agent and the holders, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.
(iv) The Company shall not be required to issue fractions of shares of Common Stock of the Company upon the exercise of the Warrant. If any fraction of a share would be issuable on the exercise of the Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the current market price of such share of Common Stock on the date of exercise of the Warrant.
(i) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or continuing corporation), or in case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety, such successor, leasing, or purchasing corporation, as the case may be, shall (i) provide the registered holder with an executed agreement stating that the holder shall have the right thereafter to receive upon exercise of the Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such consolidation, merger, sale, lease, or conveyance by a holder of the number of shares of Common Stock for which the Warrant might have been exercised immediately prior to such consolidation, merger, sale, lease, or conveyance. Such agreement shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 9(a).
(ii) In case of any reclassification or change of the shares of Common Stock issuable upon exercise of the Warrant (other than a change in par value or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the registered holder shall have the right thereafter to receive upon exercise of the Warrant solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger by a holder of the number of shares of Common Stock for which the Warrant might have been exercised immediately prior to such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 9(a).
(iii) The above provisions of this Section 9(b) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.
(c) Notwithstanding anything herein to the contrary, no adjustment of the Exercise Price shall be made:
(i) Upon the issuance or sale of the Placement Agent Warrants, the shares of Common Stock or Warrants issuable upon the exercise of the Placement Agent Warrants or the shares of Common Stock issuable upon exercise of the Warrants underlying the Placement Agent Warrants; or
(ii) Upon the issuance or sale of (A) the shares of Common Stock or Warrants issued by the Company in the Offering, or (B) the shares of Common Stock (or other securities) issuable upon exercise of Warrants; or
(iii) Upon (A) the issuance of options pursuant to the Company's incentive stock option plan in effect on the date hereof or as hereafter amended in accordance with the terms thereof or any other employee or executive stock option plan approved by the stockholders of the Company or the sale by the Company of any shares of Common Stock pursuant to the exercise of any such options, or (B) the sale by the Company of any shares of Common Stock pursuant to the exercise of any options or warrants issued and outstanding on the date hereof.
(d) In case of the dissolution, liquidation or winding-up of the Company, all rights under the Warrants and the Placement Agent Warrants shall terminate on a date fixed by the Company, such date to be no earlier than ten (10) days prior to the effectiveness of such dissolution, liquidation or winding-up and not later than five (5) days prior to such effectiveness. Notice of such termination of purchase rights shall be given to each registered holder of the Warrants, as the same shall appear on the books of the Company maintained by the Warrant Agent, by registered mail at least thirty (30) days prior to such termination date.
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