Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (A) In case the Company shall subdivide or combine its outstanding shares of Common Stock into a greater or lesser number of shares, the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company 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 happening of such subdivision or combination or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (B) In case the Company shall at any time after the date hereof pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to a price determined by dividing: (1) an amount equal to the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by (2) the total number of shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution. (C) In case of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (l) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions of this Subsection shall similarly apply to successive reorganizations or reclassifications. (D) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall: (1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and (2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof. (E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05. (G) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, and 7, with respect to the Shares (and Class B Warrants, if applicable), shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, Price and the number and kind of securities issuable upon exercise of each Placement Agent Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(Aa) In case the Company shall subdivide or combine (i) declare a dividend on its outstanding Common Stock in shares of Common Stock or make a distribution in Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a greater or lesser smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Placement Agent Warrant immediately prior thereto shall be adjusted so that the Holder of each Placement Agent Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Placement Agent Warrant been exercised immediately prior to the happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(Bb) In case the Company shall at issue rights, options or warrants to all holders of its Common Stock, without any time charge to such holders, entitling them (for a period expiring within 45 days after the record date hereof pay a dividend mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Stock or make at a distribution in shares price per share that is lower at the record date mentioned below than the Current Market Price per share of Common Stock, then the number of Shares thereafter purchasable upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution exercise of each Placement Agent Warrant shall forthwith be reduced to a price determined by dividing:
(1) an amount equal to multiplying the number of Shares theretofore purchasable upon exercise of each Placement Agent Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock outstanding immediately prior to so offered would purchase at the Current Market Price per share of Common Stock. Such adjustment shall be made whenever such dividend rights, options or distribution multiplied by warrants are issued, and shall become effective on the Exercise Price in effect immediately prior to such dividend or distribution, bydate of issuance.
(2c) In case the total number Company shall distribute to all holders of its shares of Common Stock outstanding immediately after such dividend shares of stock (other than Common Stock) or distribution. For evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the purposes right to subscribe for or purchase shares of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) In case of a capital reorganization or a reclassification of the Common Stock (except as provided excluding those referred to in Subsection paragraph (ab) above or Subsection (l) belowabove), any Warrant Holder, then in each case the number of Shares thereafter issuable upon the exercise of Warrants, each Placement Agent Warrant shall be entitled to receivedetermined by multiplying the number of Shares theretofore issuable upon the exercise of each Placement Agent Warrant, in substitution for by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to on the record date with respect to mentioned below in this paragraph (c), and of which the denominator shall be the Current Market Price per share of Common Stock on such event; and in any such caserecord date, appropriate provision less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with conclusive) of the Warrant Agentportion of the shares of stock (other than Common Stock) or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities, applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution.
(d) For the purpose of any computation under this Agreement, the Current Market Price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the application of this Section with respect to Common Stock on the rights and interests thereafter Nasdaq Stock Market ("NASDAQ") system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Warrant Holders (including but not limited to Common Stock or, in case no sale is publicly reported, the allocation average of the Exercise Price between or among shares closing bid and asked prices as furnished by two members of classes of capital stock), the NASD selected from time to time by the end Company for that this Section purpose.
(including the adjustments of e) No adjustment in the number of shares Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of Common Stock or other securities at least one percent (1%) in the number of Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Placement Agent Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
paragraph (De) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment, but not later than three years after the happening of the specified event or events. All calculations shall be made at to the time nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make
(f) Whenever the number of Shares purchasable upon the exercise of each Placement Agent Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Placement Agent Warrant immediately prior to such adjustment, and together with of which the next subsequent adjustment which, together with any adjustment denominator shall be the number of Shares so carried forward, shall amount to not less than $.05purchasable immediately thereafter.
(Gg) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Placement Agent Warrant and the Exercise Price of such shares Shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 710, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(Aa) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a greater or lesser smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company 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 happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(Bb) In case the Company shall at any time after the date hereof pay a dividend in shares issue rights, options or warrants to all holders of Common Stock or make a distribution in its shares of Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior without any charge to such dividend holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or distribution shall forthwith be reduced to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by dividing:
(1) an amount equal to multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock outstanding so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately prior after the record date for the determination of shareholders entitled to receive such dividend rights, options or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, bywarrants.
(2c) In case the total number Company shall distribute to all holders of its shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes shares of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: stock other than Common Stock issuable by way or evidences of dividend its indebtedness or other distribution on any stock assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the Company shall be deemed right to have been issued immediately after the opening subscribe for or purchase shares of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) In case of a capital reorganization or a reclassification of the Common Stock (except excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as provided defined in Subsection paragraph (a) above or Subsection (ld) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to on the record date with respect to mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such event; and in any such caserecord date, appropriate provision less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with conclusive) of the Warrant Agent) portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the application determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section with respect to 8, the rights and interests thereafter current market price per share of Common Stock at any date shall be the average of the Warrant Holders daily closing prices for fifteen (including but not limited to 15) consecutive trading days commencing twenty (20) trading days before the allocation date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the Exercise Price between closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or among shares admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of classes the Common Stock or, in case no sale is publicly reported, the average of capital stock)the representative closing bid and asked quotations for the Common Stock, on the NASDAQ system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the end Company for that this Section purpose.
(including the adjustments of e) No adjustment in the number of shares Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of Common Stock or other securities at least one percent (1%) in the number of Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
paragraph (De) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made at to the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05nearest one thousandth of a share.
(Gf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 710, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Sources: Warrant Agreement (Dsi Toys Inc)
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, -------------------------------------------------- Price and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(Aa) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a greater or lesser smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company 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 happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(Bb) In case the Company shall at any time after the date hereof pay a dividend in shares issue rights, options or warrants to all holders of Common Stock or make a distribution in its shares of Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior without any charge to such dividend holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or distribution shall forthwith be reduced to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Warrant shall be determined by dividing:
(1) an amount equal to multiplying the number of Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock outstanding so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately prior after the record date for the determination of shareholders entitled to receive such dividend rights, options or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, bywarrants.
(2c) In case the total number Company shall distribute to all holders of its shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes shares of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: stock other than Common Stock issuable by way or evidences of dividend its indebtedness or other distribution on any stock assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the Company shall be deemed right to have been issued immediately after the opening subscribe for or purchase shares of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) In case of a capital reorganization or a reclassification of the Common Stock (except excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Stock (as provided defined in Subsection paragraph (a) above or Subsection (ld) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to on the record date with respect to mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such event; and in any such caserecord date, appropriate provision less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with conclusive) of the Warrant Agent) portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the application determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section with respect to 8, the rights and interests thereafter current market price per share of Common Stock at any date shall be the average of the Warrant Holders daily closing prices for fifteen (including but not limited to 15) consecutive trading days commencing twenty (20) trading days before the allocation date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the Exercise Price between closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or among shares admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of classes the Common Stock or, in case no sale is publicly reported, the average of capital stock)the representative closing bid and asked quotations for the Common Stock, on the NASDAQ system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the end Company for that this Section purpose.
(including the adjustments of e) No adjustment in the number of shares Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of Common Stock or other securities at least one percent (1%) in the number of Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
paragraph (De) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made at to the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05nearest one thousandth of a share.
(Gf) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 710, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Sources: Warrant Agreement (Dsi Toys Inc)
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, Price and the number and kind of securities issuable purchasable upon exercise of each Representatives' Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(Aa) In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a greater or lesser smaller number of sharesshares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, other than any such reclassification to which paragraph (j) applies, the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Representatives' Warrant immediately prior thereto shall be adjusted so that the Warrant Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Representatives' Warrant been exercised immediately prior to the happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event event, retroactive to immediately after the record date, if any, for such event.
(Bb) In case the Company shall at any time after the date hereof pay a dividend in issue rights, options or warrants to all holders of its Common Stock, entitling them to subscribe for or to purchase shares of Common Stock or make a distribution in shares of securities convertible into Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to Stock at a price determined by dividing:
per share (1or having a conversion price per share) an amount equal to the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by
(2) the total number of shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business that is lower on the record date following the date fixed for the determination of stockholders entitled to receive such dividend rights, options or other distribution.
(C) In case warrants than the then current market price per share of a capital reorganization or a reclassification of the Common Stock (except as provided defined in Subsection paragraph (a) above or Subsection (ld) below), any the number of Shares thereafter purchasable upon the exercise of each Representatives' Warrant Holder, shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of Warrantseach Representatives' Warrant by a fraction, of which the numerator shall be entitled to receive, in substitution the number of shares of Common Stock outstanding at the close of business on the record date for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (determination of any class or classes) or other securities or property of the Company (or cash) that he would have been stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Stock outstanding at the same close of business on the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate Exercise Price upon offering price of the total number of shares of Common Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such reorganization rights, options or reclassification if such Warrants had been exercised immediately prior warrants are issued, and shall become effective retroactively to the record date with respect for the determination of stockholders entitled to receive such event; rights, options or warrants.
(c) In case the Company shall distribute to all holders of its Common Stock shares of stock (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends out of retained earnings and dividends or distributions referred to in any paragraph (a) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter purchasable upon the exercise of each Representatives' Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon the exercise of each Representatives' Warrant by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Stock on such caserecord date, appropriate provision less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with conclusive) of the Warrant Agent) portion of the shares of stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution, retroactive to the record date for the application determination of stockholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section with respect 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the rights and interests thereafter average of the Warrant Holders (including but not limited to daily closing prices per share for the allocation 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the Exercise Price between closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or among shares admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of classes the Common Stock or, in case no sale is publicly reported, the average of capital stock)the closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the end Company for that this Section purpose.
(including the adjustments of e) No adjustment in the number of shares Shares purchasable upon exercise of Common Stock each Representatives' Warrant shall be required unless such adjustment would require an increase or other securities decrease of at least one percent (1%) in the number of Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Representatives' Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
paragraph (De) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made at to the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05nearest one thousandth of a share.
(Gf) Whenever the number of Shares purchasable upon the exercise of each Representatives' Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Representatives' Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from no par value to no par value, or from no par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Representatives' Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 712, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Sources: Warrant Agreement (Talx Corp)
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(Aa) In case the Company shall (i) declare a dividend on its Common Shares in Common Shares or make a distribution of Common Shares, (ii) subdivide or its outstanding Common Shares, (iii) combine its outstanding shares Common Shares into a smaller number of Common Stock into Shares or (iv) issue by reclassification of the Common Shares other securities of the Company (including any such reclassification in connection with a greater consolidation or lesser number of sharesmerger in which the Company is the continuing corporation), the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Underwriter Warrant immediately prior thereto shall be adjusted so that the Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Underwriter Warrant been exercised immediately prior to the happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(Bb) In case the Company shall at issue rights, options or warrants to all holders of its Common Shares, without any time charge to such holders, entitling them (for a period expiring within 45 days after the record date hereof pay mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a dividend price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in shares paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of Common Stock Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or make a distribution in shares purchase, and of which the denominator shall be the number of Common Stock, then upon Shares outstanding on such dividend or distribution record date plus the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to a number of shares which the aggregate offering price determined by dividing:
(1) an amount equal to of the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by Shares so offered would purchase at the Exercise Price in effect immediately prior to such dividend or distribution, by
(2) the total number of shares of then current market price per Common Stock outstanding immediately after such dividend or distributionShare. For the purposes of any computation to Such adjustment shall be made in accordance with the provisions of this subsectionwhenever such rights, the following provisions options or warrants are issued, and shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed become effective retroactively to have been issued immediately after the opening of business on the record date following the date fixed for the determination of stockholders shareholders entitled to receive such dividend rights, options or other distributionwarrants.
(Cc) In case the Company shall distribute to all holders of a capital reorganization its Common Shares stock other than Common Shares or a reclassification evidences of the Common Stock its indebtedness or assets (except as provided excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in Subsection paragraph (a) above above) or Subsection rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (lexcluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to on the record date with respect to mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such event; and in any such caserecord date, appropriate provision less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with conclusive) of the Warrant Agent) portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the application determination of shareholders entitled to receive such distribution.
(d) For the purpose of any computation under paragraphs (b) and (c) of this Section with respect to 8, the rights and interests thereafter current market price per Common Share at any date shall be the average of the Warrant Holders daily closing prices for fifteen (including but not limited to 15) consecutive trading days commencing twenty (20) trading days before the allocation date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the Exercise Price between closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or among shares admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of classes the Common Shares or, in case no sale is publicly reported, the average of capital stock)the representative closing bid and asked quotations for the Common Shares on the Nasdaq SmallCap Market or any comparable system, or if the Common Shares are not listed on the Nasdaq SmallCap Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the end Company for that this Section purpose.
(including the adjustments of e) No adjustment in the number of shares Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of Common Stock or other securities at least one percent (1%) in the number of Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Underwriter Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
paragraph (De) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment, but not later than three years after the happening of the specified event or events. All calculations shall be made at to the time and together with nearest one thousandth of a share. Anything in this Section 8 to the next subsequent adjustment whichcontrary notwithstanding, together with the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Underwriter Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any adjustment so carried forwarddividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of capital stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares, shall amount not result in any tax to not less than $.05the holders of its Common Shares or securities convertible into Common Shares.
(Gf) Whenever the number of Shares purchasable upon the exercise of each Underwriter Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Underwriter Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter.
(g) For the purpose of this Section 8, the term "shares of Common StockShares" shall mean (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common StockShares, thereafter the number of such other shares so purchasable upon exercise of each Underwriter Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 710, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, and the number and kind of securities issuable upon exercise of each Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows:
(A) a. In case the Company shall subdivide or combine its outstanding shares of Common Stock into a greater or lesser number of shares, the number of Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares (and Class B Warrants, if applicable) or other securities of the Company 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 happening of such subdivision or combination or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall hall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(B) b. In case the Company shall at any time after the date hereof pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, then upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to a price determined by dividing:
(1) i. an amount equal to the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by
(2) ii. the total number of shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) c. In case of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection (a) above or Subsection (lk) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions of this Subsection shall similarly apply to successive reorganizations or reclassifications.
(D) d. Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1i) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2ii) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) e. Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05.
(G) f. For the purpose of this Section 89, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 (and Class B Warrants, if applicable) contained in paragraphs (a) through (fe), inclusive, and paragraphs (hg) through (ml), inclusive, of this Section 89, and the provisions of Sections 4, 5, 5 and 78, with respect to the Shares (and Class B Warrants, if applicable)Shares, shall apply on like terms to any such other shares.
g. Upon the expiration of any rights, options, warrants or conversion rights or exchange privileges, if any, thereof shall not have been exercised, the applicable Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as each would have been had it originally been adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion rights or exchange privileges and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all of such rights, options, warrants or conversion rights or exchange privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares issuable upon the exercise of each Warrant or increasing the applicable Exercise Price by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion rights or exchange privileges.
Appears in 1 contract
Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price, the Class B Exercise Price, Price and the number and kind of securities issuable purchasable upon exercise of each Adelphi Warrant shall be subject to adjustment from time to time upon the happening of certain eventsevents that may occur after the date hereof and prior to the Expiration Date, as follows:
(A) A. In case the Company shall (i) declare a dividend on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a greater or lesser smaller number of sharesshares of Common Stock or (iv) issue a reclassification of its shares of Common Stock or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares (and Class B Warrants, if applicable) purchasable upon exercise of each Adelphi Warrant immediately prior thereto shall be adjusted so that the Holder of each Adelphi Warrant shall be entitled to receive the kind and number of Warrant Shares (and Class B Warrants, if applicable) or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Adelphi Warrant been exercised immediately prior to the happening of such subdivision or combination event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) Paragraph A shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event.
(B) B. In case the event the Company shall at any time after the date hereof pay a dividend in shares issue rights, options or warrants to all (or substantially all) holders of Common Stock or make a distribution in its shares of Common Stock, then upon without any charge to such dividend holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this Paragraph B) to subscribe for or distribution to purchase shares of Common Stock at a price per share that is lower at the record date mentioned below than the Exercise Price per share of Common Stock in effect immediately prior to such dividend issuance or distribution sale, the number of Warrant Shares thereafter purchasable upon exercise of each Adelphi Warrant shall forthwith be reduced to a price determined by dividing:
(1) an amount equal to multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Adelphi Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock outstanding so offered would purchase at the then current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately prior after the record date for the determination of shareholders entitled to receive such dividend rights, options or distribution multiplied by warrants.
C. In case the Exercise Price in effect immediately prior Company shall distribute to such dividend all (or distribution, by
(2substantially all) the total number holders of its shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes shares of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: stock other than Common Stock issuable by way or evidences of dividend its indebtedness or other distribution on any stock assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in Paragraph A above) or rights, options or warrants or convertible or exchangeable securities containing the Company shall be deemed right to have been issued immediately after the opening subscribe for or purchase shares of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution.
(C) In case of a capital reorganization or a reclassification of the Common Stock (except as provided excluding those referred to in Subsection (a) above or Subsection (l) belowParagraph B above), any then in each case the number of Warrant Holder, Shares thereafter purchasable upon the exercise of Warrants, each Adelphi Warrant shall be entitled to receivedetermined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Adelphi Warrant, in substitution for by a fraction, of which the numerator shall be the current market price per share of Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classesas defined in Paragraph D below) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to on the record date with respect to mentioned below in this Paragraph C, and of which the denominator shall be the current market price per share of Common Stock on such event; and in any such caserecord date, appropriate provision less the then fair value (as determined by the Board of Directors of the Company) of the portion of the shares of stock other than Common Stock or assets or evidences of indebtedness so distributed or of such subscription rights, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with the Warrant Agent) options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the application determination of shareholders entitled to receive such distribution.
D. For the purpose of any computation under Paragraph C of this Section with respect to 6, the rights and interests thereafter current market price per share of Common Stock at any date shall be the average of the Warrant Holders (including but not limited to daily closing prices for the allocation 15 consecutive trading days commencing 20 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in such case no such reported sale takes place on such day, the average of the Exercise Price between closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or among shares admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of classes the Common Stock or, in case no sale is publicly reported, the average of capital stock)the representative closing bid and asked quotations for the Common Stock on the National Association of Securities Dealers Automated quotation ("NASDAQ") system or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the end Company for that this Section (including the adjustments of purpose.
E. No adjustment in the number of shares Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of Common Stock or other securities at least 1% in the number of Warrant Shares purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions each Adelphi Warrant; provided, however, that any adjustments which by reason of this Subsection shall similarly apply to successive reorganizations or reclassifications.
(D) Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall:
(1) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and
(2) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall Paragraph E are not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof.
(E) Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made at to the time and together with nearest one thousandth of a share. Anything in this Section 6 to the next subsequent adjustment whichcontrary notwithstanding, together with the Company shall be entitled, but shall not be required, to make such changes in the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant, in addition to those required by this Section 6, as it in its discretion shall determine to be advisable in order that any adjustment so carried forwarddividend or distribution in shares of Common Stock, subdivision, reclassification or combination of shares of Common Stock, issuance of rights, warrants or options to purchase Common Stock, or distribution of shares of stock other than Common Stock, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Stock shall amount not result in any tax to not less than $.05the holders of its Common Stock or securities convertible into Common Stock.
(G) F. Whenever the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.
G. For the purpose of this Section 86, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at as the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications reclassification of such shares consisting solely of changes in par value, or from no par value to no par value, or from no par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) Paragraph A above, the Holders shall become entitled to purchase any shares of capital stock Capital Stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Adelphi Warrant and the Exercise Price of such shares 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 Warrant Shares (and Class B Warrants, if applicable) contained in paragraphs (a) Paragraphs A through (f)F, inclusive, above, and paragraphs (h) H through (m)M, inclusive, of this Section 86, and the provisions of Sections 3, 4, 5, 5 and 78, with respect to the Shares (and Class B Warrants, if applicable)Warrant Shares, shall apply on like terms to any such other shares.
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Sources: Warrant Agreement (Educational Video Conferencing Inc)